


The Outcome of Honesty and Playing Along

by ErinisMagic



Category: Starlight Express - Phillips/Stilgoe/Webber
Genre: Angst with a Happy Ending, Bad Decisions, Break Up, Breaking and Entering, Emotional Hurt/Comfort, Endgame Rusty/CB, F/M, Fluff, M/M, Miscommunication, Misunderstandings, Pearl/Rusty is only at the beginning, Slow Burn, The Author Does Not Share the Yard's Initial Poor Opinions of CB
Language: English
Status: Completed
Published: 2020-06-06
Updated: 2020-06-27
Packaged: 2021-03-04 00:33:51
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 4
Words: 25,927
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/24574621
Author URL: https://archiveofourown.org/users/ErinisMagic/pseuds/ErinisMagic
Summary: Ever since the championship, Rusty has taken to avoiding CB and his permanent bad mood. But when CB wants to start dragging Rusty with him on all his crazy schemes, how can Rusty (safely) say no?
Relationships: CB | Caboose/Rusty (Starlight Express), Pearl/Rusty (Starlight Express)
Comments: 19
Kudos: 33





	1. Chapter 1

Rusty rolled through the yard, idly listening to the chirps of the birds and the gentle rustle of the wind through the trees. He was out on his own and really enjoying the peace, especially after spending so much time in the louder, more industrial freight yard. He’d been kept busy for the past few days—he didn’t know if it was due to a rise in status or just a coincidence, but ever since he won the championship a few months back, there seemed to be a lot more problems in the yard that everyone insisted they trusted no one but Rusty to fix. He was, of course, always happy to help, but he was starting to feel a little worn thin.

As Rusty breathed in the fresh air, he felt the lingering tension in his shoulders start to melt away. A small smile made itself at home on his lips. He really needed this, he thought as he rolled along.

The sun was glinting off an unusually shiny spot on his arm, and it kept catching his eye. Every time it did, he looked down, needing to remind himself that it was him causing that glare. While he was still a far cry from looking like new, he was a lot more polished than usual. It was strange to see. He’d spent the early afternoon scrubbing off as must of his rust as he could, an extra bit of effort he hoped Pearl would appreciate. 

A brief frown flicked onto Rusty’s face at the thought of his girlfriend. She’d seemed a bit preoccupied lately, always spacing out and frowning thoughtfully. Rusty had asked her once or twice what was on her mind, and if it was anything he could help with, but Pearl had just given him a wan smile in return and told him not to worry about it. No matter when or how he put the question forth, he always received the same result. Rusty quickly stopped asking.

Today, however, they had a special date planned. Rusty hoped it would help Pearl take her mind off whatever it was that was bothering her—he really didn’t like seeing people upset, especially when there was something he could do about it. In an effort to cheer her up, Rusty had spent the last few days planning the perfect date. He’d carefully chosen all of their activities based on everything he knew she liked: tickets to the botanical gardens with a path in mind through all of her favorite flower fields, dinner at her favorite restaurant, late-night tea and pastries at her favorite café. Even though he knew he didn’t like anything on the menu at the restaurant, and the prices at the café were outrageous, and being so close to all those flowers would only make him sneeze, it would make Pearl happy. That, Rusty told himself, was what really mattered.

He was on his way to Pearl’s at that moment. He knew it wouldn’t take him long to get there—the coaches’ depot was only about ten minutes away from the freight yard, even with the leisurely pace he was setting—but he’d left his own house with plenty of extra time, just in case. That meant he was likely to reach Pearl’s about twenty minutes early, but he’d rather that than show up late.

When he caught sight of CB loitering just off the side of the track, Rusty was glad for that precaution.

Rusty came to an abrupt stop, his heart picking up speed in his chest. He hadn’t expected to see CB when he was out today, and he hadn’t wanted to, either. In fact, he’d spent quite a bit of time recently carefully planning how _not_ to see CB, and all things considered, he was sure no one could blame him.

These days, CB had been… the best word Rusty could up with was moody. Or perhaps touchy, or volatile. Ever since it had come out just how much cheating CB had done in the championship—and all the rumors of the things he’d been a part of before then—he seemed to be leaning into the fact that he was no one’s friend. Overnight, he’d gone from being a member of the freight family to being snappish, sulky, stubborn, and short-tempered. From what Rusty could tell, there was at least one incident of him turning against one of the freight a day. The Rockies, Flat-Top, even Dustin had all ended up on the receiving end of CB’s new bad mood.

Only Rusty seemed to have escaped the caboose’s sudden sourness. For as hostile as CB was to the rest of the yard, he was equally as sweet to Rusty—always hanging around, offering to help, showering Rusty with compliments and encouragement. It was almost as if he was trying to make Rusty forget everything that he’d done to him. If that was the case, Rusty wanted to tell him to save his breath: every sugar-coated word out of his mouth just made Rusty feel sick.

The worst part was that it hadn’t always been like this. Once upon a time, Rusty had thought of CB as a friend. They all had. He’d been a member of the freight family—it was something that everyone, even Flat-Top, took to heart. Rusty and CB hadn’t been particularly close, but he was always happy to see him. CB had always been cheerful and helpful, if a bit excitable; he was the sort of car that just about the whole yard wanted around.

But that had all been an act. CB had shown his true colors at the championship, and no amount of sweet talking or favors from him now was going to make Rusty forget it.

Still, Rusty reminded himself, he had to be careful. CB was dangerous; if Rusty said the wrong thing and set him off, who knew what he would do to him? He thought back to the crash in the finals and shuddered—Greaseball and Electra had been completely wrecked, and CB had done that just for fun. Rusty didn’t even want to think about what he would do if he were mad.

Thankfully, CB wasn’t looking in his direction—he was staring at something off in the distance, his back to the track. If Rusty was careful he might be able to sneak by without CB noticing. It didn’t feel nice, but Rusty told himself it had to be done. As far as he was concerned, the less attention he drew to himself around the caboose, the better.

Rusty knew his wheels had a tendency to squeak sometimes, despite his best efforts to keep them well-oiled and working smoothly. Rather than risk CB hearing him pass, he pushed himself up onto his stops.

Walking on his stops wasn’t something Rusty did often. It was a stunt he’d seen Electra pull on more than one occasion, particularly when he was in the mood to show off. He always made it look so easy, so effortless, but Rusty was never able to get over how strange it felt—every time he tried it, he wobbled around like a newborn fawn trying to walk for the first time. Still, in moments like this, it had to be done.

It took him longer than he would have liked to find his balance, but after a few seconds he did. Then he was off, carefully picking his way across the open stretch behind CB. He tried to move as quickly as he could while still staying upright—after all, CB could turn around at any second, and Rusty didn’t want to be out in the open when he did.

After a few minutes of tip-toeing, Rusty switched back to his wheels. He was far enough past CB that he figured he was safely out of earshot, and besides, rolling was much faster—and much more comfortable—than walking on his stops. The speed was what he wanted now—he wanted to be out of there as soon as possible.

He almost got away with it. In fact, he truly thought that he had. He didn’t know what gave him away—whether it was something he could have prevented or sheer dumb luck that CB turned around at the wrong moment—but unfortunately, he was spotted.

“Rusty!”

Rusty stopped dead in his tracks, a sinking sense of dread settling in his chest. He took a deep breath, steeling his nerves before turning to look over his shoulder. CB was speeding after him. Despite—or perhaps because of—the caboose’s signature wide smile, Rusty was overcome with the urge to run before he caught up. He forced himself to stay still—running, he was certain, would only get him into trouble.

 _Just be nice,_ Rusty reminded himself, forcing a friendly smile. _You need to stay on his good side._ “Hey, CB,” he said, hoping the nervous crack in his voice wasn’t noticeable.

CB was practically beaming as he swung himself around and came to a stop in front of Rusty. “Hi, Rusty!”

Rusty waited for him to continue, but he didn’t. He just stood there in silence, rocking back and forth on his wheels, staring at him. Rusty cleared his throat awkwardly. “Yeah, hi.” If it were up to him, Rusty would have left it at that, but the place where CB had stopped was—Rusty suspected intentionally—blocking his path. Rusty doubted he would let him get past. “What are you, um… what are you doing?”

CB looked delighted at the question. Too delighted. Rusty’s stomach dropped thinking about all the reasons CB would be happy to be asked such an innocuous question, and though he didn’t know why, he immediately regretted asking it. “I was just out. For a stroll,” CB said, emphasizing the words in a pattern Rusty couldn’t quite make sense of.

“That sounds nice,” Rusty said. He took a step to the side, trying to inch his way around CB. CB, unfortunately, took a step to match. “Are you headed anywhere in particular?” he continued with another step.

“Not really. Just wandering.” CB took another step as well, keeping himself in front of Rusty so he couldn’t get away. “What are _you_ doing?”

“Um. Mostly the same, I guess.”

CB’s smile grew impossibly wider, and the only thing Rusty could think was that it had to hurt. “Is that so?”

There was something in his voice that sent a chill running down Rusty’s spine. Letting CB think that he was just out on his own, no one waiting for him and nowhere he was supposed to be, suddenly felt dangerous. “Well, not _just_ wandering. I do have somewhere to be this afternoon. I’m on my way there now, actually.”

“Yeah?” CB asked, cocking his head to the side like he was considering something. “Anywhere nice?”

“Nice to me.” Rusty wasn’t sure if he should actually mention where he was going or not; it was possible that CB might follow him there if he did, and he knew that Pearl would hate nothing more than for CB to show up on her doorstep. Quite frankly, Rusty would hate it too.

CB just stared at him, and Rusty could practically see the gears turning in his head. “If you want,” he said after a moment, voice just a little too bright, “we could go together!”

A flash of panic shot through Rusty’s chest. “What?”

“It’s a nice day to be out and about,” CB said, and that was true. It was on the cool side, but warm enough in the sun, with only a few streaky clouds hung high in the sky. Rusty, however, couldn’t think of a single way in which the weather would lend itself to him spending any more time around CB than he absolutely needed to. “And I don’t have anywhere I need to be, so I can come with you! Won’t that be fun?”

 _No!_ Rusty screamed inside his head, though he wouldn’t dare say it out loud. CB was looking at him expectantly, as though he thought Rusty would want him there, and suddenly Rusty’s head was filled with flashing memories of the crash in the championship. He could remember it all like it was yesterday: the panicked screech of failing breaks; the sickening crunch of the impact; the tiny shards of wood, metal, and glass that had gotten scattered around the track; the sight of CB, Greaseball, and Electra actually fused together into one big ball of misery.

Rusty was desperate to make sure nothing like that ever, _ever_ happened to him.

“Fun. Right,” he said, clearing his throat to buy himself enough time to think of a way to turn CB down without it actually seeming like he was turning him down. “Um. Thank you, but I kind of have to go alone.”

“No one ever _has to_ go places alone,” CB said, and Rusty couldn’t help but think that that wasn’t true—though it wouldn’t come as a surprise to learn that CB had, more than once, followed someone someplace he shouldn’t have.

“Well, I’m expected to be alone when I get there.”

“So?”

“So,” Rusty said, trying to scoot to the side so slowly that CB wouldn’t notice, “I don’t think it would be a good idea for me to show up… not alone.”

“That’s fine,” CB said as bright as ever. For a moment, Rusty relaxed, relieved that he had gotten off the hook and that CB had taken it so well, but then CB continued, “I can just leave before we get to wherever it is we’re going; whoever’s there won’t know a thing. In fact, I could probably go right up to this place with you and _still_ get away without being seen.” He puffed his chest out proudly as he told Rusty, “I’m good at being sneaky.”

“I know,” Rusty said, hoping that CB would take it as the compliment it wasn’t meant to be, “but I wouldn’t want to make you do that. Besides, I don’t think you’d even like this place. You wouldn’t want to come anyway.”

Too late, Rusty realized that what he said sounded like a challenge. He held his breath as he inched a few more steps to the side, hoping that it wouldn’t make CB more determined to come, just to prove him wrong.

“Oh?” CB said, and with that one word, all of Rusty’s hopes were dashed. “Well, where is it?”

Rusty scrambled to think of as many things as he could that might deter CB. “It’s kind of far,” he said, even though it wasn’t, “and it’ll be pretty boring. Just a house, nothing really around it. I’m meeting someone, and we’ll be sitting down and having a chat, maybe some tea.” There. It sounded like a very pleasant afternoon to Rusty, but he was sure CB would find it dull enough to be entirely off-putting.

He could tell by the look in CB’s eyes that he did, in fact, find Rusty’s supposed plans to be frustratingly boring. Unfortunately, it wasn’t enough to make him give up. “If that’s all, I could meet you when you’re done. Then we could come back together.”

“That’s a really nice offer,” Rusty said carefully, “but I might be there a while and I don’t want to make you wait. Besides, I have other things to do today, too, and I don’t think you could come to any of those either.”

“Like what?” CB seemed to have finally noticed Rusty’s escape attempt, and he once more moved in front of him, trapping Rusty where he was. He also started rocking back and forth on his wheels again, almost like he was trying to lure Rusty in with a show of innocence and enthusiasm.

If that was his plan, Rusty thought, it wasn’t going to work. He slid another few inches to the side and started listing off every responsibility he had that he could think of. Most of them were half-truths, things that he had to do eventually, just not necessarily today. “Poppa wants me to double-check the latest schedules to make sure they’re all okay, and I promised Belle I would help her fix her door—you know, it’s been squeaking a lot and she said it’s starting to get stuck when she tries to open it—and Dustin wanted to talk to me about getting tickets for the yard to that play that’s coming into town to make up for missing the bonfire, and Rocky 2 wanted to talk to me too but he didn’t say why, and I have a date planned with Pearl this afternoon, and—”

Instantly, CB froze.

Rusty eyed him warily. The stillness wasn’t lost on him. It was such a change from his usual constant motion that it sent Rusty’s nervousness up a few notches. “Pearl?” CB echoed, his voice uncharacteristically flat.

Rusty cringed, realizing what he must have just revealed. He hadn’t meant to say that, but unfortunately, he couldn’t take the words back. “Yeah,” he said, continuing to edge slowly around CB. “We’re going out a little bit later today.”

“Oh.” CB didn’t even move his head to follow Rusty’s movement. He stood still as a statue, staring off into empty space.

As much as CB’s sudden stillness felt dangerous, Rusty couldn’t help but notice that it also provided the perfect opportunity for him to get away. “Yes, so, thank you for the offer, but today’s just not good for me. It was a, uh, really nice thought, though.”

With that, Rusty sped off, trying not to go too fast so it didn’t look like he was running away. He glanced over his shoulder once to make sure that CB wasn’t following him. Rusty had already put a fair amount of distance between them and CB was little more than a speck against the wide spread of the yard behind him, but even so, Rusty could tell that he hadn’t moved a muscle.

Uncertain of whether he should be relieved or worried, Rusty continued on to Pearl’s, trying his best not to think about the strange encounter.

***

Rusty was careful to arrive at Pearl’s exactly on time. Doing so meant he had to wander around the tracks by her house for a bit to kill time, but he didn’t mind; he’d been thrown off by his conversation with CB and welcomed the chance to clear his head.

His thoughts were still a bit of a mess by the time the hour rolled over. He stood in front of Pearl’s door for a moment to collect himself before ringing the bell. Just a few moments later, he heard the sound of someone coming closer, then Pearl pulled the door open. She was such a welcome, familiar sight that Rusty couldn’t help but smile.

“Hey,” he said, leaning in to give her a quick kiss on the cheek. Pearl was smiling at him when he pulled back, but it was strangely stiff. She stayed where she was, making no move to follow Rusty out of the house. It gave Rusty some pause. “You ready to go?”

“In a minute,” Pearl said, waving him inside. “Come in for a bit first.”

With some trepidation, Rusty came, following Pearl into the living room. Something about the situation didn’t feel right to him. He couldn’t quite put his finger on what it was, but it was putting him on guard. And, he noticed, Pearl didn’t seem quite comfortable, either. She had sat down on the couch, staring at her hands in her lap with a slight pout. “Is something wrong?” Rusty asked, hovering anxiously in front of her.

Pearl opened her mouth to say something, then closed it without a sound. After a moment, she tried again, only to get the same result. Eventually, she sighed. “Come sit down. I think we need to talk.”

Rusty’s heart dropped. Nothing good ever came after a sentence like “we need to talk,” and he had a sinking feeling that he knew where this was headed. His head was suddenly spinning with objections and explanations, pleas and promises, but his mouth was too dry to voice any of them. Tentatively, he took a seat next to Pearl, silently begging the universe for this not to be what he thought it was.

For a long minute, neither of them spoke. Pearl was staring at her feet, brows pinched slightly like she was trying to focus on something. Rusty watched her, hardly daring to breathe and certainly not daring to say anything. A small part of him wanted to ask her what this was about, but truthfully, he already had a pretty good idea.

Eventually, Pearl seemed to have gotten her thoughts in order. “I know this probably seems like it’s coming out of nowhere, but it’s something I’ve been thinking about for a while. We’ve been dating for a few months now, and we’ve reached the point where I think we both need to reflect on what we’re really looking for. I don’t know if we’re both hoping to get different things out of this relationship or if we’re trying to move at different speeds or what, but the more I thought about it, the more I realized that all of this isn’t what I want.” She took a deep breath before saying the words Rusty was dreading: “I want to break up.”

“Pearl—”

“Please, let me finish.” Rusty obligingly closed his mouth, choking back his words so that Pearl could say everything she needed to. Pearl waited a moment before continuing. “It’s not that I don’t like you—ever since we met, you’ve been so important to me. You’re one of the people in the yard that I care about the most; you always have been. But that hasn’t translated into a relationship at all. And it’s nothing to do with you,” she said, although it wasn’t as reassuring as she had probably meant it to be. “You’re still as sweet as you’ve ever been, but I don’t think dating you is right for me. We’ve both been putting in a lot of effort to try to keep this relationship going, but it just feels like work at this point, and honestly, Rusty, I’m tired of it. And you have to admit, your heart’s not really in it anymore, either.”

The first thought that jumped into Rusty’s head was that that wasn’t true. He was happy to put so much time and effort into their relationship, and Pearl knew that. She should know how committed he was to her. “Pearl, I really do like you.”

“I don’t doubt that you like me as a friend,” Pearl said, and that ending— _as a friend_ —sunk Rusty’s heart even further, “but romantically?” She shook her head.

“Pearl, I—” Rusty started, but the words died in his throat.

“And it’s not just you,” she went on. “You know you’re one of my closest friends, but I think we’re best as just that: friends.”

“I know we’re good as friends,” Rusty said, heart pounding quickly even as it continued to sink down and down towards his feet, “which is why I know we can be just as good as a couple. We just have to try a little harder.”

Pearl shook her head sadly. “Don’t kid yourself, Rusty. We’ve been trying to make it work for months, but we’re just not right for each other. And there’s nothing wrong with that—not everyone is meant to be a couple. But I don’t want to go on like this; I’m not happy. And I know you aren’t, either.”

A twinge of guilt plucked at Rusty’s heart. The last thing he wanted to do was make Pearl unhappy. “I’m sorry,” he said. “I didn’t realize…”

“That’s part of the problem,” Pearl cut in. “You were so focused on trying to make us into the textbook-perfect couple, you didn’t even notice how miserable I was.”

Rusty cringed, his guilt only rising. Was that true? Had Pearl actually been _miserable_ because of him?

The words might have been harsher than Pearl had meant them, and she sighed. “I’m sorry. I’m not trying to accuse you of anything. But you need to understand that this relationship isn’t right for either of us. It needs to end.”

“You don’t have to apologize,” Rusty was quick to reassure her. “If what I was doing was making you unhappy, I deserve to know that. And you should do whatever you need to to be happy, even if that means we need to break up. If this is what you think will be best for you, I need to respect that.”

Pearl sighed again. This time, there was a hint of exasperation in it. “Rusty, that’s sweet, but can’t you think of yourself for once?”

“What?”

“A relationship isn’t just about making the other person happy. Your feelings are important, too.”

For a moment, Rusty just stared at her. What did that have to do with anything?

Pearl must have picked up on his confusion, because she went on, “You don’t need to ‘respect’ my decision for my sake. You can be sad about it. You can be angry about it. You can be angry at _me._ But always putting your own feelings aside to make everyone else happy is doing you no good at all.”

Rusty wanted to object, to say that he liked making others happy even if he had to struggle for it sometimes, even if it meant giving up the things he wanted, but he got the feeling that that would only prove her point.

Silence hung between them for a minute before Pearl broke it. “I’m sorry to just throw all of this on you out of nowhere,” she said. “I’ve been trying to find a good time to bring it up for a while now, but there never _is_ a good time, is there?”

Rusty cast his memory back, trying to think if there would have been a better time to have this conversation, but Pearl was right: like with all bad news, it was going to hurt no matter when she said it. It would be, he supposed, better for her to get it over with sooner rather than later.

Rusty took a measured breath, fighting against the way his throat was threatening to close up on him. “So… I guess this is it, then.”

“I’m not trying to say goodbye,” Pearl rushed out. “We can still be friends.”

Rusty smiled ruefully. “That’s what everyone says, isn’t it?” 

“But I mean it. I know things probably won’t be great between us for a while, but just because we’re not right for each other as a couple doesn’t mean I want to lose you as a friend.”

“I don’t want to lose you, either,” Rusty said, though he couldn’t help but think that he was already losing her anyway.

Pearl watched him for a moment, a touch of sadness in her eyes. “You know I still care about you, right?” she said softly. “This doesn’t change that.”

Rusty nodded, not quite trusting himself to speak.

Pearl watched him a moment more before reaching over and taking his hand, giving it a light squeeze. Rusty forced a tight smile onto his face in return. He knew it didn’t reach his eyes, but he supposed that it wouldn’t have made a difference if it did; Pearl wouldn’t have been fooled either way.

A suspicious stinging pricked at the corners of Rusty’s eyes and he knew that if he didn’t leave right then, Pearl’s last memory of their relationship would be him dissolving into a puddle of tears of her floor. Determined not to let that happen, Rusty took a deep breath, blinked hard to clear away the wet blurriness that had settled over his vision, and pushed himself up off the couch. Pearl let his hand slip out from hers without a fight, but she stood up as well, following him to the door.

The sun was still shining brightly when Rusty stepped out. A strong breeze had picked up, but the day was still pleasant. Rusty breathed in the fresh air, forcing down the lump that was clogging his throat. He looked back at Pearl over his shoulder, feeling like he had to say something but not quite sure what. “I guess I’ll see you around, then.”

Pearl was hovering in the doorway, looking at him with a touch of concern. “Take your time, Rusty,” she said. “You don’t have to okay right away.”

Rusty nodded silently—it was the only response he could come up with. Then he took another deep breath and mustered up all the composure he could manage so that he could keep his head held high until he was back home.

***

Rusty slept in later that day than he’d meant to. He normally rose with the sun, but today he didn’t wake up until it was already bright out. He tried to cut himself some slack; after all, he’d just gotten dumped. It only made sense that that would be occupying his mind when he was trying to sleep. And occupy his mind it did—he’d been up late into the night, thinking.

In the early hours of the morning, he came to the conclusion that Pearl had been right: they weren’t a good fit for each other, and he knew it. Had known it for quite some time, actually, but kept stupidly trying to make it work. Because that was how it happened in the stories, wasn’t it? The underdog hero overcame his challenges and everyone pushing him down, proved himself, got the girl, and lived happily ever after.

He’d been an underdog in the race, all right, and he’d certainly had plenty of people trying to keep him down. But he’d managed to win in the end, which meant… what, exactly?

In all the stories, this was when the girl finally saw the hero for who he was and realized her love for him, and for Rusty, the girl had always been Pearl. They’d been friends for ages, and she ticked all the boxes for a classic story-book love interest: pretty, kind, popular, the girl all the guys wanted. She’d been so proud of him after he won, and he’d spent so long chasing after her, why wouldn’t they start dating?

Right from the start, though, something felt wrong. Their friendship was as strong as ever, but the romance just wasn’t there. Rusty had done his best to ignore it. It didn’t matter, he had told himself; he was sure he could make it work in the end. Him and Pearl dating was what was supposed to happen—he’d fall in love with her soon enough.

Even as time dragged by, and _soon enough_ was changed to _eventually_ , Rusty refused to let go.

But Pearl was right: neither of them had been happy. Sure, they’d been able to put up a good front when they were out with their friends, but once it was just the two of them, things quickly got awkward and strained. Still, he’d deluded himself into thinking that things would be alright. If they just kept trying, if they worked a little harder, they’d get the happily ever after they’d been promised.

 _But life doesn’t work like that,_ Rusty told himself, finally pushing himself out of bed. Really, he should have known better. If all his time spent working as a shunter had taught him anything, it was that life very rarely matched your expectations. You didn’t get something just because you wanted it, dreamed of it, thought you had earned it.

 _Apparently, you don’t get something just because you work for it, either,_ Rusty thought bitterly as he made his way into the kitchen. He knew that you couldn’t force feelings, but still, after all of the time and effort he’d put into trying to get it right, he’d hoped he would have had a little more to show for it.

The worst part was, though, he wasn’t actually that upset about losing Pearl. She’d said that they would still be friends and he didn’t doubt that; things would probably be awkward for a while, but they’d been too close for too long to let something like this come between them. No, what got him the most was the realization that he’d been wasting his time. In fact, he’d wasted both of their times, just dragging it out when the break-up was inevitable.

Rusty shook his head, setting the kettle on the stove so he could make himself some tea. Maybe, at the very least, he’d learn something from this. Like to pay more attention to what was happening right in front of him, or to not get so swept up in chasing fairytales. Or perhaps, like Pearl had said, to put more value on his own feelings.

That was another thing she’d been right about: he hadn’t been happy in their relationship either. He saw that now. Although the breakup had—and still did—hurt, he couldn’t deny that it’d also given him a sense of relief. It had taken away a huge tension he hadn’t realized he’d been carrying.

Pearl had told him that she’d been miserable for weeks and he hadn’t noticed; now, he could honestly say that he’d been miserable as well, and somehow managed not to notice that either. And what did that say about him? Rusty mused, pouring the water over a tea bag and bringing it over to the table. He always thought of himself as being fairly sensitive, but could he really claim that if he had missed not only his girlfriend’s but _his own_ unhappiness?

Rusty sat down, resting his chin on his hand as he stared out the window. Clearly he needed to rethink some things about his life. He’d never put too much effort into looking out for people’s emotions; he was sure that he was naturally tuned in to such things so he didn’t think he had to. It wouldn’t be too hard, he decided, to make a conscious effort to pay more attention to how people were feeling. He almost felt he owed it to the rest of the yard to start. After all, if he hadn’t been able to see his relationship falling apart right in front of his eyes, what else had he missed?

A sudden pounding on his door made Rusty jump. Abruptly shaken out of his thoughts, he glanced over his shoulder towards the door, then at the clock. He couldn’t think of anyone who might be coming to see him when it was still relatively early and especially not why they would be knocking like that. It was possible that there was some emergency that Poppa needed him to help handle, but he hoped not; he wasn’t in the mood to deal with anything like that today.

Not wanting to risk ignoring it, in case it was serious, Rusty pushed himself up from his chair, reluctantly leaving his tea behind on the table. As he pulled open the door, Rusty quickly wished he hadn’t: on his front step was CB, slightly out of breath as if he had sprinted there. Rusty was only able to process one emotion—confusion—before CB started talking. “Dinah said you and Pearl broke up.”

Immediately Rusty’s confusion turned into something sour. Hearing it put so bluntly felt like rubbing salt on the wound, but he tried not to let it show. He wasn’t surprised that Pearl told Dinah what happened, but he wouldn’t have expected CB to hear about it, especially not so soon. After all, why would he care?

A large part of him was tempted to just shut the door in CB’s face, but he knew how the caboose would take that, and he really wasn’t in the mood for any trouble today. “Yeah,” he said shortly, sounding every bit as tired as he felt. “We did.”

“Really?” There was a tinge of happiness in the question, tied in with excited disbelief, like someone had just told him he’d won the lottery. Rusty didn’t like it one bit.

He got the sneaking suspicion that CB had only come to rub it in, and he didn’t want to give him the chance. But CB already knew what had happened, so there was no point lying about it. “Um. Yes.”

A bright smile grew on CB’s face and he leaned close into Rusty’s space. “Oh, Rusty. I’m so sorry,” he cooed, not sounding sorry at all.

Rusty leaned back, extremely uncomfortable with CB’s increasing proximity. He cleared his throat, not quite sure what to say. “It’s fine. I probably should have seen it coming.”

Either CB didn’t pick up on Rusty’s discomfort, or he didn’t care. “I’m here if you want to talk about it,” he said, taking a step forward and trapping Rusty in a tight hug.

Rusty blinked, momentarily stunned. This certainly wasn’t what he was expecting, and he had no idea what to make of it. Although, he thought, it probably didn’t bode well—nothing with CB ever did these days. “Um… thanks, CB,” Rusty said, awkwardly patting his back to try to make him let go, “but I’m alright.”

CB held on for a moment more, rubbing his cheek against Rusty’s shoulder. Then, just as suddenly as he grabbed on, he pulled back. He kept his hands wrapped around Rusty’s upper arms, his fingers squeezing as tight as vices. “Let’s do something tonight!”

“What?”

“Something fun,” he continued as if Rusty hadn’t spoken, “just the two of us. To take your mind off it!”

All of Rusty’s previous feelings were quickly overtaken in a rising tide of panic. Spend an extended period of time with CB? Alone? Doing something “fun”? Rusty wasn’t entirely sure what CB’s idea of fun might be, but he _was_ sure he didn’t want to find out. “No, that’s okay,” he rushed out. “I was planning on having a night in tonight. Alone.”

He had meant it to sound like he was looking forward to having some quiet time to himself—which he was—but that wasn’t how CB took it. “I know,” he said sympathetically, giving Rusty a sad smile. Then, like a switch was flipped, he brightened considerably. “But now you don’t have to!”

“That’s really sweet, but…” _But what?_ Rusty tried to think fast; he needed an excuse. “I already planned what I was going to make for dinner, and a lot of the ingredients will go bad if I don’t use them tonight, so—”

“Don’t worry about that; we won’t be going out until after dark.” CB had said it like it was a reassurance, but to Rusty it was anything but.

“After dark?” His voice rose up into an embarrassing squeak. Spending time alone with CB sounded bad enough to Rusty; doing it late at night sounded almost dangerous. He cleared his throat, trying to force his voice back down to a normal level. “I don’t usually go out after dark.”

“There’s a first time for everything,” CB said with a grin.

“Well, normally, yes, but maybe I can save the firsts for another night? Because it sounds like a lot, and I was kind of hoping to be doing comforting things tonight. I’m not really in the mood to be pushing myself.”

CB cocked his head to the side, squinting at Rusty in confusion. “Do you not want to come?”

 _No!_ Rusty screamed in his head. He bit down hard on his lip to keep himself from screaming it out loud too. “It’s not that I don’t want to,” he said instead, trying to think of a way out that wouldn’t end with making CB mad, “I’m just not sure that tonight’s the best night.”

CB’s eyes narrowed even further. “So, you _don’t_ want to?”

“No, I do,” Rusty lied.

“But you won’t?”

Rusty’s mind raced. It felt like this conversation was getting away from him, and he wasn’t thinking clearly enough to come up with anything that might save him. In his panic, he started to ramble. “It’s just kind of short notice, and I already had things planned for the evening, and I get up early in the mornings so I don’t really know if it would be a good idea to stay out late, and I usually prefer things quiet so I probably wouldn’t really be comfortable with any night life stuff anyway, and you haven’t even said what we might be doing, or how long it might take, and…”

CB opened and closed his mouth a few times, but no sound came out. His brows drew close together and his eyes narrowed, like there was something he was trying to figure out but couldn’t. He gave up on whatever it was he’d been trying to say with a shake of his head. “Rusty, I am inviting you out. Are you coming?” he said. Frustration was sharp in his eyes, and he sounded on the verge of snapping.

Rusty’s heart beat double time in his chest. _Stay on his good side,_ he reminded himself. _You need to stay on his good side._ Pushing away all the panicked thoughts screaming about what he was doing, he took a deep breath and forced out, “Yeah, thanks, CB. I’d… I’d love to.”

Immediately, CB’s face relaxed back into its signature grin. “Great! I’ll go get things ready. I’ll pick you up later, okay?”

It was not at all okay, Rusty thought, but he watched CB speed away with no small sense of relief. He shut the door, feeling very shaky, and ended up leaning against it for support. Slowly he let out a deep breath, steadying himself before making his way back to the kitchen. His tea was still sitting on the table where he left it, rapidly cooling. Rusty looked at it and frowned. What, he wondered, had he just gotten himself into?


	2. Chapter 2

“Rusty.”

Rusty stirred, pulled out of sleep by… he wasn’t really sure what. A sound, certainly, but still mostly asleep, Rusty couldn’t recall what it was or if he should be concerned. He waited a moment to see if it would happen again, but the room remained silent. Writing it off as part of a particularly vivid dream, Rusty snuggled back into his blankets, ready to go back to sleep.

“Rusty!”

Rusty jumped, his eyes snapping open. There was a shadowy figure leaning over his bed, the moonlight pouring in from the window highlighting a disturbingly wide grin and a few bright red details. Rusty couldn’t help it: he screamed, scrambling away until he’d backed himself up against the headboard.

The intruder giggled, and even through his panic, Rusty recognized the sound. He laid a hand on his chest, taking a deep breath to try to calm his racing heart. “CB,” he said sternly. He had half a mind to reprimand him for whatever mischief he was up to, but between his shock and his just-awoken fogginess, he was having trouble forming a coherent thought.

“What are you doing in bed, Rusty?” CB asked, still laughing around his words.

“What am I…? It’s the middle of the night!” Rusty said, struggling to make sense of the situation. “What are you… How did you get in here?”

“Oh, don’t worry about that,” CB said in the exact tone of voice that made Rusty worry about it. “Now, get up and get dressed. We have to go.”

“Go?”

“Yeah, go.” CB reached over and grabbed Rusty’s hand, giving it a tug to pull him out of bed. Still on high alert, Rusty jumped, snatching his arm away. CB let out a noise of frustration. “Come on, Rusty, quit playing. We have plans tonight.”

“Plans?” Rusty echoed, feeling more confused by the second.

“Don’t you remember? We’re going out tonight.”

Slowly, the conversation from earlier came back to Rusty: CB showing up out of nowhere to “comfort” him, his inexplicable excitement, insisting on bringing Rusty out no matter how many times Rusty tried to say no, Rusty eventually giving in because CB was starting to scare him. As the evening hours crept by and Rusty was left to his peace, he had started to hope that CB had forgotten about whatever he wanted Rusty for that night. Apparently, no such luck.

If Rusty didn’t want to go out before, he definitely didn’t want to go out now, in the middle of the night, completely alone with CB. “Oh, right. But don’t you think it’s a little late to be going out?”

“Not for this,” CB said assuredly.

“And, um, what _is_ this?”

“Enough questions, Rusty.” He didn’t say it harshly, but Rusty flinched nonetheless. CB reached over and flicked on Rusty’s bedside lamp, filling the room with warm, yellow light. “Seriously, get up. We really have to go.”

Rusty stayed where he was for a few moments more, unwilling to leave the safety of his bed. But CB was still standing over him expectantly, and Rusty could only imagine that his patience was running thin. Reluctantly, Rusty slipped out from under his blankets, crossing over to his closet to grab something to change into.

He would have expected CB to leave the room while he got changed, but when he glanced over his shoulder to check, CB was sitting on the edge of his bed, watching him. Rusty bit his lip. He should have known that CB would have no concept of privacy.

Rusty took a deep breath as he turned back to face the closet. He wanted to say something to CB, to ask him to leave the room or at least turn away, but he knew that would be a bad idea—if he showed the slightest hint of being uncomfortable, CB would use it against him. He loved getting under other peoples’ skin, and Rusty knew that if he said anything, CB would watch him even more closely just to irritate him.

 _Just ignore him,_ Rusty told himself, forcing his arms to move steadily as he pulled his sleeping shirt up over his head. If he wanted tonight to be as painless as possible, he was probably going to have to put up with a lot worse than this. He’d just have to get used to it. 

When he turned around again, CB was staring pointedly out the window.

“Are you ready yet?” he asked, still not looking at Rusty.

For a moment, Rusty wondered how long he’d be able to stall under the pretense of getting dressed. _Not long enough,_ was the answer he quickly reached. “I guess.”

“Good. Let’s go.”

Without another word, CB pushed himself off the bed. He grabbed Rusty’s hand and started pulling him to the door, leading Rusty through his own house like he owned the place. As soon as they were outside, CB pushed Rusty in front. For a moment, Rusty hoped that this might mean he had some control over where they went, but when CB grabbed on to his couplers with a grip strong enough to shatter stone and told him to take a right out of the yard, Rusty figured it would be unwise not to listen. He took the turn and rolled down the track, waiting for CB’s next instruction. In this manner—Rusty leading with no idea where they were going and CB in back, calling out the turns—they made their way into town. It was a slight reassurance to be on familiar ground, but that feeling evaporated as Rusty quickly lost track of where they were among the tangle of dimly-lit side-streets CB directed him down.

“Turn here.”

Rusty did as he was told, bringing them into a completely unremarkable back alley. It ended in a dead end, so without any other instructions, Rusty stopped. He looked around for a moment, trying to guess at what CB had brought him here for, as the caboose unhitched from him.

For a few terrifying seconds, Rusty’s mind jumped to the worst: that CB was planning on doing something terrible to him, that he was about to be attacked and possibly even killed, and that no one would even know what happened because he didn’t tell anyone that he was going out tonight.

He heard the quiet whir of CB’s wheels spinning as he moved from behind him, and Rusty’s heart raced, beating almost painfully fast. Then there were some scraping sounds he couldn’t identify, a soft click, and the sound of a door being opened. A few seconds passed, but he never heard CB move to approach him. Practically shaking, not even daring to breathe, Rusty turned to look over his shoulder at what CB was preparing for him.

The sight that awaited him wasn’t nearly as bad as what he was imagining, but it also didn’t do much to quell his fear. CB was standing there, holding a door open and watching him. After another second of silence, he said, “Well? Are you coming?”

Rusty looked past him into the building. It was pitch black inside; he wasn’t able to see a thing. Unsurprisingly, that didn’t make him feel any better. “I don’t… What…?” He was having some trouble trying to figure out what, exactly, he was trying to ask, eventually settling on, “What is this place?”

A sly smile slid across CB’s face. “Oh, you’ll see,” he said, reaching out to grab Rusty’s arm and give it a tug.

Before he was fully aware of what was happening, Rusty found himself inside the mystery building. In the dim light that filtered in through the doorway, he could just make out the shadowy shapes of a few rows of tall shelves and a table or two. Then the door swung shut, and he was as good as blind.

He swung his head back and forth, desperately trying to make out a single detail, but it was no good. He felt stranded in the darkness with no idea of where to go. He put a hand out in front of him, feeling around for anything that might help ground him but finding nothing.

 _Don’t panic_ , Rusty told himself, trying not to imagine what sorts of terrible things might be lurking in the dark. He wasn’t entirely successful.

Rusty just about jumped out of his skin when a hand touched down on his shoulder. “Relax,” CB’s voice came from the darkness, sounding almost amused, “it’s just me.”

Being alone with CB in a pitch-black room in an unknown building in the middle of the night was about the least relaxing scenario Rusty could think of. Still, he took a deep breath, trying to calm down just a little. Nothing bad had happened yet, and panicking was only going to cloud his judgement.

CB’s hand trailed down his arm to grab his hand, threading his fingers through Rusty’s and giving the steamer a gentle pull. Still blind, Rusty had no choice but to follow. CB, at least, seemed to know where he was going, leading them through the dark with total confidence.

After what felt to Rusty like several long minutes, though in reality couldn’t have been more than about fifteen seconds, CB stopped. There came the sound of a door opening, then Rusty could see the faint highlights of moonlight filtering through a few windows ahead. He relaxed minutely; it may not have been much, but at least he could see something again.

CB pushed him through the doorway and Rusty found himself in a long deserted hallway. There was a single window at the far end, and in the meager light that poured through, he could make out the edges of a few low benches and a handful of reflections glinting off of what appeared to be panes of glass set into the wall. He squinted down the hall, overcome with the feeling that he knew this place.

CB stepped out behind him. The door swung closed with a quiet click that seemed to echo in the silence of the hall. Rusty braced himself for the feeling of CB taking his hand again. Sure enough, just seconds later, CB’s fingers curled around his wrist and gave his arm a light tug. “Come on,” CB said, already moving down the hall and pulling Rusty along in his wake.

Rusty swung his head side to side as he followed CB, trying to figure out why this place was so familiar. It wasn’t until they emerged into the main entrance hall that everything clicked together.

“The museum,” Rusty said softly.

“Mhmm!” CB affirmed with a self-satisfactory hum.

Rusty shrunk back into the deeper shadows of the hallway. This was bad, he thought to himself. Very, very bad. He tried to peer around CB to see if anyone had noticed they were there, and from what he could tell, the entrance hall seemed deserted. It didn’t do much to calm him down—it was only a matter of time before someone caught them. Even worse than that was the fact that Rusty had no idea why CB would want to break into the museum. Or why he would need Rusty to come with him. “Why did you bring me here?”

“Why do you think? We’re checking out the art.” He unclipped something from his belt and held it out to Rusty. “Here.”

Reluctantly, Rusty reached out to take whatever it was he was being handed. His heart pounded for a moment, imagining all sorts of terrible things that CB might have brought with him for a break-in, but to his great relief, all it turned out to be was a flashlight. Still, it didn’t do much to answer any of the other dozens of questions racing around in his head.

Rusty stared at the flashlight in his hand, wondering where to start. “But…”

“But what?” CB broke in.

 _But everything,_ Rusty thought. “Don’t they have a security system or something?”

“Yeah,” CB said, not sounding at all worried, “but the power’s out. And most unfortunately, the backup generator seems to have gotten… damaged.”

There was a teasing hint of smugness in CB’s voice, and it made Rusty’s heart beat uncomfortably faster. “Did… did you break their generator?”

“That can’t be proven!”

Rusty shrunk back further, flattening himself against the wall. This might actually have been worse than if CB had just jumped him or something. At least then the repercussions would have only been physical. But this—breaking and entering, being made an accessory to whatever crime CB committed under the guise of “checking out the art”—was something that could mess up his whole life. Rusty swallowed back a whimper.

“Hey,” CB said softly, sounding somewhat concerned, “what’s wrong?”

“Nothing, nothing. It’s just…” He swallowed thickly, glancing up at the security camera above them. “You know, I’m just not really in the mood for doing things tonight. I think I’m just gonna… I’m just going to go home.”

CB’s brows pinched together, and he frowned at Rusty for a moment before turning to follow his line of sight. He must have spotted the camera as well, because he was rolling his eyes when he turned back around. “The cameras are off, Rusty.”

“Even if they are, there still has to be night guards, right? With flashlights and patrols and… And if they noticed that the power’s out, they probably called someone in to fix it, which means it could come back on at any time. Or they might have another generator that they’re hooking up right now. Or—”

CB cut him off with a laugh. “What, is this your first time or something?” Rusty didn’t answer, and CB’s voice took on a teasing note. “It is, isn’t it?”

 _First time._ As if this was a common activity. As if breaking and entering was something that normal people did regularly. “Well, I mean, I guess, but—”

“Aww,” CB cooed, voice dripping with sweetness. “You nervous?”

Rusty was a little more than nervous, and CB’s slightly patronizing tone wasn’t helping. “Yes, but—”

“You can borrow my bandana, if you’d like.”

“I don’t think that’d really—” Rusty started, but CB was already tugging at the knot at the back of his neck. Without another word, he thrust it at Rusty, draping it over the bottom half of his face and retying it at the back of his head.

If Rusty had been able to finish his sentence, he would have said that he didn’t think covering his face would really help much. CB had a fairly distinctive look, and if they got spotted, he couldn’t imagine him being too hard to track down. And if CB got caught, Rusty would be right there with him regardless of whether or not his chin was visible on any security footage.

“Better?” CB asked, letting his hands rest on the back of Rusty’s head.

 _Not really,_ Rusty thought, but it seemed like CB was actually trying to help. He might get upset if Rusty didn’t seem like he was appreciating it. “Yeah, thanks,” he said, forcing a smile even though CB couldn’t see it.

CB gave him a smile in return before reaching down and grabbing Rusty’s hands. “Now, come on!” he said, pulling him out from the shadows.

Rusty tried to resist, but CB was surprisingly strong for his size. Against his wishes, Rusty found himself in plain view in the middle of the hall, all but helpless as CB dragged him through gallery after gallery. He didn’t know what CB was looking for, but every so often he would pause and squint back at Rusty like he was studying him before moving on to another gallery.

Rusty followed as silently as he could, hardly daring to breathe. He poured all of his focus into what he could hear, listening out for the sounds of anyone else coming near them. CB might not have been worried about the possibility of them getting caught, but Rusty was. For as often as CB glanced back to look at Rusty, Rusty glanced back to look behind him—his eyes were getting adjusted to the dark now, and he was on the lookout for any nightguards in the building.

After just a few minutes, Rusty began to regret being on such high alert. Every statue they passed made him jump, and the sound of their own wheels turning echoing back to him through the wide hall made him so tense it hurt.

“What’s wrong?” CB asked, suddenly coming to a halt. A hint of exasperation colored his voice.

There were so many things wrong that Rusty didn’t know where to start. He wasn’t going to say any of them, though—complaining about everything CB had done that night seemed like a bad way to stay on his good side. “What do you mean?”

“You’re so quiet, so stiff. And you’re not doing anything. It’s like I’ve been pulling one of those statues around all night.”

“Um…”

“Are you not having fun?” He sounded so genuinely upset over the fact that Rusty wasn’t enjoying himself that Rusty actually felt a little bad.

“No, no, I am,” he quickly reassured him, but it didn’t do much good.

“I thought you liked art,” CB said, a tinge of frustration creeping into his voice.

A flash of panic jumped through Rusty’s chest. CB hadn’t done anything awful to him yet, but that could change in an instant if he got too upset. The only thing Rusty could think to do was placate him. “I do! It’s just…” He tried to think of a good excuse, one that would be impossible for CB to take personally. “You know, I can’t really see anything very well. It’s too dark with all the lights out.”

It was hard to tell in the dark, but he had the sneaking suspicion that CB was looking at him like he was an idiot. “I gave you a flashlight.”

“I know, but… I mean, it’s not the same, right? I can only look at one part of a piece at a time, not the whole thing.”

“Oh,” CB said, as if that wasn’t something he had thought of. Which, Rusty supposed, he probably hadn’t. He didn’t know why CB had wanted to come here tonight, but he never pictured him as the type to appreciate classical art.

“I think it might be easier to appreciate everything in the day. You know, when the museum is open. With all the lights on, I mean.” He got the feeling that he was digging himself into a hole, and clamped his mouth shut to prevent himself from making it worse.

There was a long moment of silence before CB mumbled, “Maybe this was a bad idea.” It seemed like he was talking to himself more than Rusty, but still, Rusty was inclined to agree.

“Yeah. I mean, not a _bad_ idea, but… why don’t we just go, and I can come back to look at the art some other time.” _Sometime when it’s safe,_ Rusty finished in his head, _and legal._

Silence settle over them again before CB sighed. “Do you really want to go?” he asked, and he sounded so upset again that it twisted at Rusty’s heart.

“I’m just tired,” Rusty said in lieu of a firm and honest _yes._ “It hasn’t been a good day for me, and I’d really like to go back to bed.”

“Okay,” CB said softly, and that one word was more relieving to Rusty than anything he’d heard all week.

It was, apparently, Rusty’s job to take them to the exit, but he had no trouble back-tracking through the galleries to the door they’d come in from. CB, hitched on to Rusty’s couplers now that he was no longer in the lead, stayed remarkably quiet the whole time. Rusty glanced back at him over his shoulder, trying to guess what he might be thinking and gauge whether or not he should expect any more trouble that night; it was hard to tell for certain in the dark, but he thought CB looked sad.

Rusty pushed the thought from his mind, trying to find his way through the pitch-black room they’d first come into. He didn’t want to turn on the flashlight CB had given him and risk drawing attention to themselves, but after spending a few minutes stumbling through the dark—with CB offering no guidance, or even criticism—he knew he had to. He flicked it on just long enough to get his bearings, turning it back off the moment he knew he could get to the door without it.

Once he was back in the alley, Rusty relaxed considerably. He’d made it out of the museum without triggering any alarms, so he was, as far as he knew, out of trouble. He didn’t let his guard drop completely just yet, however, as there was still the issue of getting home.

While Rusty knew how to get to and from the main entrance of the museum on his own, the alley CB had directed him to was in the back of the building, emptying out onto a completely unfamiliar street. This part of town was a bit of a maze, full of one-way streets and dead-ends. He wracked his brain, trying to recall the directions CB had given on the way there, but there were too many, and trying to put them all in reverse was near impossible. “I, um. I don’t remember how to get back to the yard from here,” he finally admitted. It felt like the first thing either of them had said in ages.

There was a long stretch of silence, and for a moment, Rusty began to worry that CB wasn’t going to tell him; that, as punishment for cutting his fun short, he was going to force Rusty to get lost, or wait here until the sun came up and someone came and found them; that he was going to make sure Rusty suffered before he made it home, if he could even make it home at all.

“Left out of here,” CB said eventually.

Rusty wasted no time following his command. He took the left and set off at a brisk pace, trying to get back to the yard as fast as possible. CB dutifully, albeit a bit reluctantly, provided the directions; this time, Rusty didn’t even bother trying to keep track of where they were.

When he finally caught sight of his house in the distance, Rusty could have laughed with relief. Even though it was little more than a shadowy shape outlined against the starry sky behind it, it was the most welcoming thing Rusty had seen in ages. Suddenly, nothing else mattered but closing the final gap back home. Rusty picked up speed, counting down the seconds until he could crawl back under the blankets and put all of this behind him.

He was already on the front path up to his door by the time Rusty remembered CB was still with him. The caboose lived on the outskirts of the far side of the yard; it wasn’t a monumental trek to get there, but it was still more than Rusty wanted to deal with right then. He knew the polite thing to do would be to bring CB home first, but his door was right there and the call of his nice, warm bed, shut safely away from the insanity he’d just been through, was irresistible.

He only spared a second’s thought to what he was doing, then he unhitched CB and continued his way to his door on his own. He didn’t look back to see CB’s shocked, slightly hurt expression.

“Good night, Rusty,” CB called after him.

Rusty already had his hand on the doorknob, and nothing was going to stop him from disappearing inside. He was going to go right back to bed and, with any luck, come morning he’d be able to convince himself that this had all been some awful, stress-induced dream. “Good night,” he echoed as he pushed the door open, not even turning around.

“See you tomorrow?” CB asked. His voice sounded an uncharacteristically small, a mix of sad and just barely hopeful, but Rusty hardly noticed.

Right then, Rusty would have said just about anything to put an end to this nightmare of a night. “Sure,” he said, barely aware of what he was saying. “Tomorrow.”

It wasn’t until he was back in his room that Rusty realized he still had CB’s bandana.

***

Rusty had hoped that, after the disaster that was their little museum trip, CB would leave him alone. With any luck, he would have gotten what he wanted out of Rusty that night, and Rusty would be able to continue his life in peace. 

With how his life had been going recently, he should have known better than to get his hopes up.

“Rusty!”

Rusty jumped. He knew that voice, and he wasn’t particularly happy about it. He had no idea how CB had found him—he’d spent the whole day pulling up some troublesome weeds that had sprung up on one of their lesser-used tracks that Poppa had been complaining about, and he couldn’t recall telling anyone that that was his plan. Still, when he glanced over his shoulder, anxiety fluttering in his chest, there was CB racing towards him with a bright smile and one arm in the air, waving at him like a maniac.

While seeing CB happy was much more preferable to having him be mad, it still wasn’t a welcome sight. After all, the last time CB had hunted him down with a smile like that, Rusty had spent the night being dragged around in the dark and forced into breaking and entering. Even now, almost a week later, he was still waiting for the police to show up at the yard looking for him.

A wave of nervous energy rushed over Rusty. He took a deep, steadying breath, trying to calm his nerves. He was tempted, as he so often was when he saw CB, to turn and run—or at the very least rush off with the cheap excuse of being busy—but he didn’t dare. CB was as stubborn as a mule—a trait he harnessed into determination when there was something he really wanted—and Rusty didn’t want to risk the possibility of CB chasing after him.

Ignoring his self-preservation instincts, Rusty stayed where he was. He was filled with the same sensation one might have watching a hungry lion charging toward them, but he didn’t let himself give in.

CB was still grinning wildly when he reached Rusty. “Come on!” he said excitedly, grabbing his hand. “I have a surprise for you.”

That sentence alone was enough to make Rusty’s nervousness double. His stomach swooped uncomfortably as he fought the urge to yank his hand back. “That’s… thoughtful,” he said carefully, “but, you know, I really don’t like surprises, so I don’t—”

“You’ll like this one. Trust me.” CB was brimming with confidence, but that didn’t do much to reassure Rusty. But there was something else shining in his eyes—pride and joy and eagerness—that Rusty wasn’t sure he could say no to.

Still, Rusty couldn’t shake the tremors of anxiety running through him. “Um. Maybe you could tell me what it is first?”

CB scoffed. “Of course not! It’s a _surprise._ ”

“Right,” Rusty said absently, scanning the area for anything he could use as an excuse. But he’d just finished his work for the day, and there was no one else around, and in the pressure of the moment, he wasn’t thinking his best. “Okay, sure. Let’s go see this surprise of yours.”

CB’s smile stretched ear to ear, so wide that it was almost unsettling. Without another word his hand tightened around Rusty’s arm. He took off like a rocket back the way he came and Rusty had no choice but to be dragged along with him.

The two of them moved quickly through the yard, and for a moment Rusty let himself get his hopes up that whatever CB’s surprise was was still in the yard, that they could stay somewhere where there were others around who could keep an eye on them and step in if things went wrong. Then CB took a sharp turn to the left and brought them into the forest.

The forest itself didn’t scare Rusty; he’d spent quite a bit of time over the years exploring the well-trodden paths that Poppa said had been there since before even he was at the yard. What did make him nervous, though, was the fact that CB hadn’t brought them in on any path. Rusty knew his way around the paths well enough, but beyond those he had no clue how to navigate the woods.

They wound further through the trees, the weeds and grass growing on the forest floor doing their best to tangle themselves in his wheels and trip him up. He put all his focus into watching where he put his feet and wasted no energy trying to keep track of where in the forest they were, though after a while he did start to wonder if CB actually knew where he was going.

“Ta-da!” CB said proudly some minutes later, finally coming to a halt.

Rusty looked up and stared straight ahead, wondering what he was looking at. He knew where they were—the clearing CB had brought them to was frequently used for outdoor gatherings in the warmer months—but what they would be doing there was a complete mystery. There was what appeared to be a load of trash stacked up in the center of the clearing, and a few thick logs had been dragged in front of it.

Rusty cleared his throat. “Not that I’m not appreciative—because I am, don’t get me wrong—but, um… what is this?”

Thankfully, CB didn’t seem to mind Rusty’s confusion. “It’s a bonfire,” he said brightly.

“A bonfire?”

“Mmhmm! I know how much you always like the one Poppa puts on, and how bummed you were when it got rained out, so I made one to replace it!”

It was true: Rusty did enjoy the yard’s annual bonfire, with its rich light, pleasant heat, and the feeling of togetherness it fostered amongst the freight. He was a little surprised that CB knew he liked it, but then again, it probably wasn’t that hard to figure out: all of the freight team looked forward to bonfire night.

This, though, wasn’t a bonfire. It looked like a haphazard pile of furniture and wood scraps and large tree branches, torn pages from eviscerated books scattered loosely around the bottom. CB stood at his side, wiggling excitedly and watching Rusty closely for his reaction. But all Rusty could do was gape in mild horror.

He really wished CB was joking. Surely not even _he_ could be reckless enough to actually light it? But Rusty knew better. He could see that CB had already pulled out a box of matches—he was pushing the match compartment open and closed repeatedly as if he couldn’t wait to use it. It was not, Rusty thought, a comforting sight.

“Um, wow,” he said once he was capable of forming words again. “This is really… something, but… are you sure it’s safe?”

“Sure,” CB said airily. “Why wouldn’t it be?”

“Well, it’s just… with a fire like this, you don’t really know how high it’s going to burn. And it’s windy enough to blow the flames or embers, and we’re really not that far from the tree line.” While the fire itself was always located in the middle of a flat, dirt clearing, the clearing was surrounded by a ring of trees and grass. Poppa was always very careful to make sure the bonfire stayed reasonably-sized and contained, and he usually brought in a professional fire truck to supervise, just in case. Rusty was almost positive that CB had gone through none of the same precautions.

“It’ll be fine,” CB said, already stepping forward to light the pile.

The first things to catch were the papers at the bottom, the flames slowly spreading upward through the branches and wood scraps. They licked at the furniture for a few minutes before they really took. Soon the entire pile was alight, the flames roaring and spitting viciously. 

CB watched the fire happily for a moment before he pulled Rusty over to sit down on one of the logs. In a mild state of shock, Rusty came easily.

Rusty sat down next to CB, too preoccupied with his fears of the fire spreading out of control to be made nervous by CB’s close proximity. He just stared wide-eyed at the fire until his eyes stung, though whether that was from the brightness or the smoke he wasn’t sure.

The thought of smoke sent a fresh flash of anxiety through Rusty’s chest. The fire was far enough from the yard and surrounded by a ring of trees, so no one would be able to see the light from the flame. The smoke, however, was a different story—anyone who looked would be able to see it curling high into the sky, and anyone with an ounce of common sense would call the fire department on them.

The realization that the authorities could show up at any time and reprimand them for their stupidity, or possibly even arrest them for starting a fire without a permit, made Rusty feel almost sick. He glanced up into the sky to check how obvious the signs of the fire were. Thankfully, some low-hanging gray clouds had moved in, and the smoke was well-camouflaged. Still, anyone who looked close enough would be able to see that something was going on.

At least somewhat reassured that they weren’t too likely to get caught, Rusty turned his attention back to the fire. The wind had died down a little, but there was still enough of a breeze to throw the flames around. Rusty held his breath every time the flames slanted towards the trees, just waiting for disaster to strike. Eventually the wind died down entirely and the fire calmed a bit as the smaller pieces off fuel were burned up.

Unbeknownst to Rusty, the whole time that he had been staring at the fire, CB had been staring at him. “So, what do you think?” CB asked after almost half-an-hour of silence. “Do you like it?”

Rusty was surprised by the question. As the minutes ticked by and nothing around them caught fire, he’d started to relax just a bit. While he was still too on edge to enjoy the fire the way he did with the annual bonfire Poppa organized, he had to admit—rather reluctantly—that it wasn’t that bad. They were sitting close enough to feel the heat, but not so close that it was uncomfortable, and apart from the occasional terrifyingly loud _pop_ , the fire gave off a pleasant crackle.

“Yeah,” he said, equally surprised to find that it wasn’t entirely a lie, “it’s nice.”

It wasn’t exactly glowing praise, but CB preened at it nonetheless. _Of course he would,_ Rusty thought wryly. CB lived for attention; it only made sense that he would run so far with a compliment, even if he hadn’t really earned it. Although…

Turning back to the fire, Rusty began to realize just how much work CB had done to make this: there were a few heavy-looking desks and tables in the pile, not to mention all the large unwieldy branches and countless armfuls of sticks and wood scraps. In theory, as a member of the freight team, CB was used to heavy lifting, but seeing as his main jobs were braking and managing all of the radios—and with how much he complained whenever he was asked to do anything more than that—this almost seemed like too much for him. “How long did this take you?”

“Hmm?”

Rusty gestured to the fire. “It just looks like it was a lot of work.”

“Oh.” CB looked like he hadn’t been expecting Rusty to give any thought to his hand in setting everything up, and a pleased little smile tugged at the corners of his lips. “Well, it was mostly just moving things around. I think it only took a couple hours.”

It was an oddly humble response for CB—Rusty had expected him to take the opportunity to really brag. But CB didn’t say anything else; he just turned back to the fire with what Rusty thought might be a hint of blush on his cheeks. He sat calm and quiet after that, wearing just a small smile instead of his usual manic grin.

Rusty stared into the fire, sneaking sideways glances at the caboose whenever he thought he wouldn’t notice. His behavior wasn’t at all what Rusty expected. Granted, CB had always been enough of a wild card that Rusty never knew what to expect of him, but even so, this somehow managed to fall outside the realm of “expect the unexpected.” It was completely bizarre, made even more so back the fact that it wasn’t even close to CB’s usual brand of wild insanity.

Despite the strangeness of it all, Rusty felt himself relaxing. CB seemed calm and the fire wasn’t entirely unpleasant—why not try to enjoy it? Of course, he did stay slightly on guard, knowing things could still go south at any moment, but he tried to block out all the anxieties swirling through his mind. He shut down thoughts of someone spotting them and landing them in trouble, and tuned out his fear that the fire would suddenly rage out of control. He didn’t even let himself worry about whether or not CB had a plan for putting out the fire, though he suspected he didn’t. He just let himself live in the moment, surprised to find that it wasn’t so bad a place to be.

***

The call of his name didn’t hit Rusty’s ears until after CB had already crashed into his back.

It wasn’t a hard or painful impact, but it did catch Rusty off-guard and sent him stumbling forward a few steps. He managed to stay on his feet, but he was dreadfully off-balanced, especially with CB hanging off his back like a limpet.

CB was still giggling by the time Rusty finally found his balance. “Hi!” he said brightly, right in Rusty’s ear.

For the briefest of moments, Rusty considered telling CB off for running into him like that. But this wasn’t the first time CB had done this, and no one had gotten hurt. And besides, Rusty thought, glancing at CB over his shoulder and catching sight of his smile—imagine how upset he would be if Rusty tried to ruin his fun.

“Hey,” he said instead. “You’re in a good mood.”

It was true, though it wasn’t anything new. CB was always in a good mood these days, especially when Rusty was around. No one could come up with any reason for the change, but Rusty, for one, was happy to see it. With CB seeming so much less dangerous, it meant that Rusty could finally relax a bit. Of course, it was still a fright when CB popped out at him in the hallways of his own house, or grabbed his arm to pull him off to some suspicious activity, but Rusty wasn’t fearing for his safety every second anymore. In fact, he actually found himself enjoying CB’s company from time to time, especially on the rare days when CB was calm and quiet and it was easy to forget the destruction he was capable of.

“Mmhmm,” CB hummed happily, finally letting go of Rusty to drop back down and stand on his own two feet. He swung around so he and Rusty could continue their conversation face-to-face, smile still in place. “Are you?”

Rusty returned his smile with a much smaller one of his own. “Good enough, I suppose.” 

“Good!”

CB seemed genuinely happy to know that Rusty was happy, which Rusty both welcomed and found to be a little hard to believe. It was almost as if all that drama at the championships, with CB cheating and crashing and revealing himself to be on no one’s side but his own, had all been some strange dream. Of course, Rusty knew better than to actually believe that, but it did leave him wondering which one was actually the real CB, or if it was somehow possible for him to be both.

“So I was thinking,” CB said, which wasn’t Rusty’s favorite way for him to start a sentence, “that I’m free tonight, and maybe you’re free too, so maybe you’d want to do something?”

The lack of detail in the question gave Rusty some concern, especially since the last few times CB had invited him to do something, it ended up being illegal. It seemed to be an established pattern that when CB asked Rusty to go out, it meant Rusty was in for some trouble.

But CB was still smiling up at him sweetly, his eyes still shining expectantly. And, despite being fully aware that agreeing would be a bad idea, Rusty had never been able to say no to him in the past. “What did you have in mind?”

“Well, it’s supposed to be a really clear night tonight,” CB started. “There’s this scrapyard I know with the best view of the stars, and it isn’t _too_ far away. I figured we could head out around sunset, maybe bring some drinks along…”

A scrapyard? A nervous flutter started up in Rusty’s stomach. He knew, of course, that there were some cars who liked to hang around scrapyards, and he wasn’t at all surprised that CB was one of them, but places like that always creeped him out. Besides, most scrapyards closed at night, which meant that CB was planning on having them break the law. Again.

CB was still talking, but Rusty wasn’t listening. He was running through his options in his mind. Maybe if he got CB talking, he might be distracted enough that Rusty could steer them away from this scrap yard without CB realizing? He could pretend he got lost, and then their evening would just consist of wandering the tracks for a while. That wouldn’t be a bad night at all, especially if Rusty managed to get them on one of the more scenic tracks.

He was almost considering just outright asking CB if they could do that instead—he didn’t think CB would mind enough for it to be a problem—when a call of “Rusty!” caught his attention.

Rusty looked in the direction of the voice and was pleased to see Pearl coming towards him. They were finally starting to get over the awkward strain of their breakup, and Rusty was glad for it; he’d missed her. He hadn’t realized it at the time, but even when they were dating their relationship hadn’t been the same. Now, they were finally getting back to the way their friendship had been years ago, and it felt like a weight had been lifted from Rusty’s chest.

Before he could say anything in return, he suddenly found himself with an armful of caboose. CB had launched himself at him, wrapping his arms around Rusty’s neck like he owned him. For a long moment, all Rusty could do was blink in surprise.

“Hey, Pearl,” he managed eventually, shaking himself out of his stupor. He patted CB’s back before gently trying to push him off. CB, however, only tightened his hold, resting his head against Rusty’s shoulder as he watched Pearl over his own shoulder. Since he was facing away from him, Rusty couldn’t see what sort of face CB was making at her, but he figured it probably wasn’t good. “Um, what’s up?”

“I was hoping I could talk with you for a minute,” Pearl said, eyes narrowing slightly as she glanced at CB. “You’re not busy, are you?”

Even though Rusty was fairly certain the question had been directed at him, CB answered before he had a chance to. “As a matter of fact, we are. We’re putting together our plans for tonight,” he said smugly, dropping one of his hands down to rest on Rusty’s chest.

Pearl gave a smile that was obviously forced as she looked back and forth between the two of them. “You have plans?” she asked politely, but Rusty detected a hint of disdain in her voice.

“Mmhmm,” CB hummed, still sounding quite pleased with himself. “Just the two of us, this quiet spot at the edge of town I know, maybe a picnic under the moonlight.”

“Won’t that be… nice.” Pearl was really straining—Rusty was sure in another few seconds, her eye would start twitching—but CB just giggled.

“It will be,” he said, voice getting even brighter.

There was enough tension in the air that Rusty felt the whole situation was liable to explode. He chuckled lightly, and it sounded fake even to his own ears. “Yeah,” he said, unhooking CB’s arm from around his neck and pushing him off as gently as he could, “but you should probably go and start getting things ready.”

CB looked at him, brows pinched in confusion. “Getting things ready?” he echoed.

“For the picnic. Start cooking and getting things together.”

“But we’re not going out for hours.”

“I know, but we want it to be nice, don’t we?” Rusty said, trying to think on his toes. “And wouldn’t you like to bring dessert along? All of that’s going to take some time.”

Suspicion began to creep into CB’s expression, and for a few stressful moments, Rusty was sure he was going to call him out on how he was just trying to get rid of him. Thankfully, though, CB left without another word, throwing Pearl one last smug look as he went.

As soon as CB turned the corner, Pearl’s face morphed into one of disgust. “Are you actually spending time with him? Dinah said you two were close, but I thought she was just making things up.”

The harsh judgement in her voice set Rusty’s cheeks aflame. “Um, I don’t know about ‘close’ per se, but…” he said, rubbing the back of his neck. He supposed he _was_ spending a lot of time with CB, but it wasn’t like it was exactly his idea.

Pearl gaped at him, like she couldn’t believe what she was hearing. “I’m sorry, what?”

Rusty shrugged helplessly. After all, what else could he do? CB was always so happy when Rusty agreed to come with him on whatever outing he had planned for them—how could he tell him no?

“You can’t be serious!”

“I don’t know. He’s always asking me to do all of this stuff with him and he’s so persistent and, well, I don’t want to let him down.” It was a perfectly reasonable explanation; a survival tactic.

Pearl shook her head. “No,” she said definitively. “You have to stop this.”

Rusty bristled, a small spark of irritation flaring up in his chest. He didn’t like being told what to do, especially in his personal matters. “What do you mean?”

“I mean you shouldn’t be hanging around with someone like him. Everyone knows how dangerous he is, and the last thing I want to see is you getting pulled into one of his crazy schemes, or worse. You of all people should know how bad of an idea this is.”

“It’s not _that_ bad.”

“Oh, really?” Pearl shot back. “So what have you two been doing together?”

Rusty kept his mouth shut. Quite honestly, he didn’t want to tell her—the truth, he knew, would only prove her point. He was aware that some of the things he’d been doing with CB were terrible, and they were nothing he’d ever willingly do on his own, but he didn’t want to admit that, especially when he wasn’t sure what other choices he had.

Rusty’s silence didn’t serve him any better than honesty would have. “That’s what I thought,” Pearl said.

“They’re his ideas,” Rusty said somewhat defensively.

“That doesn’t mean you have to go along with them.”

“Well, I can’t just tell him no!” That would be tantamount to suicide.

Pearl didn’t seem to see things the way he did. “Rusty, he’s insane! You saw what he did to Electra and Greaseball.”

“Exactly!” Rusty said. “And what do you think he’ll do to me if I make him mad? He’s the one who wants to spend so much time with me—don’t you think it’s a better idea to just go along with it?”

“That doesn’t matter. He’ll hurt you, no matter what.”

“Then what am I supposed to do?”

“Maybe not put yourself at risk by spending time in the company of a complete psychopath?!”

“It’s not that simple!” Rusty thought he heard a sound from over his shoulder, but when he looked back, nothing was there. It made him feel slightly unsettled, and he lowered his tone to just above a whisper, suddenly reminded that there were others in the yard who might be able to hear them. “If I was able to tell him to just go away, I would, alright?”

“I still don’t see what’s stopping you.”

Rusty shook his head, trying to tamp down his rising frustration. It felt like Pearl was deliberately refusing to see things from his point of view, and he wasn’t sure how much simpler he could spell it out. “Because he’s being nice to me. And as long as he’s being nice to me, he isn’t going to want to hurt me. But if I tell him I don’t want him near me, he’s not going to be so nice, and I don’t want to find out what happens to the people he’s not being nice with. Okay?” He had gotten a bit snappy by the end and had to force a few deep breaths to calm himself down.

Pearl looked hurt for a moment before she deflated with a sigh. “I didn’t come here to yell about this,” she said apologetically. “I’m just worried.”

“I know,” Rusty said, because he understood. He didn’t want to be fighting about this, either. “I’m sorry. I don’t like me spending time with him any more than you do. But I have to.”

It was clear that Pearl wasn’t happy with that conclusion, but thankfully, she let it go. “Just promise me you’ll be careful.”

“I will.”

For a long moment, Pearl just looked at him. Rusty was worried that she might try one last time to talk him out of spending time with CB, but all she did was step forward and wrap him in a hug. Rusty wasted no time in returning it.

Pearl didn’t say anything as she pulled back. She gave Rusty one last look, a touch of sadness sneaking its way into her eyes, before she left.

Rusty watched her go, turning things over in his mind. For a moment, he wondered if she was right: if going along with CB’s crazy plans was just putting him in more danger. Then he thought about how happy CB always was when he said yes—the way his eyes lit up and his smile stretched so wide it barely looked real. It was hard to imagine him hurting anyone when he smiled like that.

Rusty sighed. This whole situation was so much more complicated than he would have liked. He longed for the simpler days, before the championship, when he thought he knew where everyone stood in the yard; back when there was no subtle awkwardness between him and Pearl, and no one would bat an eye at CB dragging him along for whatever his day’s plans were. It would have been nice, he thought, to be able to enjoy CB’s company without having to worry about what they were doing or what everyone else would think about seeing them together. He let himself indulge in the fantasy as he turned and began making his way to Poppa’s, so lost in thought that he didn’t notice the little ball of red, curled up and shaking quietly, just around the corner.


	3. Chapter 3

It was quiet in the yard. Peaceful. It had been for days.

It was setting Rusty on edge.

It had all started when CB didn’t show up for the late-night picnic he had planned for them. Rusty had waited at the edge of the yard for an hour before he had accepted that CB wasn’t coming. He’d had an uncomfortable tightness in his chest when he went home that night, but he did his best not to think about it.

He’d planned to ask CB about it the next day—he’d been so excited when he told Rusty his plans, and it really wasn’t like him to just blow Rusty off like that—but he never saw him. As the days passed by, Rusty tried poking around the yard a bit, looking for him, but CB was nowhere to be found.

Everything changed after that. There were no unexpected midnight visits; no hands suddenly clenched around his couplers; no little red trucks leaping at him without warning, expecting to be caught and held by instinct alone. Rusty knew he should be grateful for it—he’d been wanting things to calm down for a while—but instead, he was just confused. Confused and, if he were being totally honest, a little worried.

He’d tried bringing it up casually to some of the other freight, hoping that they might have some information that he didn’t, but the answers he received were far from reassuring. CB hadn’t been showing up for work, either in the yard or the radio control room. A few cars had heard some sort of ruckus happening in his shed a few nights earlier, but since then, it had been dead quiet. There was a rumor spreading amongst them that he had left the yard entirely, that he’d moved out one night and didn’t tell anyone.

When Rocky 2 had told him all of this, he’d said it like it was a good thing. Rusty had forced a smile on his face in return, but inside, his stomach was tying itself in knots.

Something bad had happened; he was becoming more and more sure of it. The problem was, he had no idea what it could have been. And he wanted to help, but with CB seemingly having disappeared, he wasn’t sure he could. But if Rusty wasn’t helping him, was anyone? The thought of leaving CB to deal with whatever had happened alone was almost too much to bear.

There was only one other car he knew who would share his concerns about this. Two, really, but he wasn’t back on speaking terms with Greaseball just yet. So that left Dinah.

He and Dinah had never been particularly close. She was Pearl’s best friend, so of course they’d all spent some time together when he and Pearl had been dating, but their relationship had never progressed beyond that. Rusty felt a little bad that he was only going to her now that he needed something, but they could work on building a friendship later if they wanted to. Right now, CB was the one on Rusty’s mind.

The coaches’ depot was quiet at that time of day. There was one still-smoldering cigarette butt next to the track from Ashley’s smoke break, but other than that, there was no sign of anyone else around. _Good_ , Rusty thought. He knew the general opinion of the yard was that the less CB was around, the better, and he didn’t want anyone there to overhear their conversation or judge him on his concerns.

“Hey, Dinah,” he called, rolling over to where the dining car was working.

Dinah looked up and greeted him with the same warm smile she gave everyone. “Oh, hey! What brings you out this way? Pearl’s not here, if you’re looking for her.”

Rusty rubbed the back of his neck. “Actually, I’m here to talk to you.”

“Oh?”

“Yeah, um… Have you talked to CB recently?”

Her smile faltered a bit. “I don’t know about _recently_ recently, but definitely within the last week. Why?”

“It’s just… I haven’t seen him in a few days. I went by his place yesterday, and I don’t know if he wasn’t home or if he just didn’t answer, but…”

“Oh.” At that, her smile dropped away completely. “Well, I can’t say anything for certain about that. As far as I know, he hasn’t left his house at all.”

So, CB had ignored him? That didn’t make Rusty feel better at all—if anything, that was probably worse. “Do you think I should go back? If he’s home, and all; I really need to talk to him.”

“I mean, you can try, but…” she trailed off, rubbing her lips together as she debated saying what she was thinking. After a moment, she settled on, “Maybe he just needs some space. He was pretty upset the last time I saw him.”

Rusty frowned. CB had been fine the last time he saw him. He would have thought that, considering how much CB wanted to spend time with him, he’d be the first one CB would come to if something was wrong. But he knew that he and Dinah had been close for longer than he and Rusty had been. If there were anyone in the yard CB confided in, it would be Dinah. “Did something happen?”

Dinah sighed. “I don’t know. Probably, but he won’t talk to me about it.”

“That doesn’t sound good.”

“No,” Dinah agreed. “Not at all.”

Rusty wracked his brain, trying to think of anything that could have made CB disappear like this, but he hadn’t heard of anything out of the ordinary happening in the yard in the past few days. He wasn’t discounting the possibility that he had gotten himself arrested, but if that was the case, he would have expected something about it to come up in the news, and so far there had been nothing. “Do you have any idea what it was?”

“Not really,” Dinah said, sounding almost apologetic, though Rusty didn’t blame her for not being able to get information out of CB. “He was upset, but he also seemed… I don’t know, kind of mad at himself? He kept saying how he was stupid and how could he have fallen for it, stuff like that. I tried to ask him what it was about, but it was like he didn’t even hear me.”

“Oh.”

Dinah nodded. “I’m pretty sure he went home after that. I tried calling a few times, but he never answered. I haven’t heard from him since.”

Rusty was feeling worse about the situation with every new detail he learned. “If he’s so upset, do you really think it’s such a good idea for him to be left alone?” After all, if the championship race had proved anything, it was that CB was destructive when he was upset. “It might be better for him to have someone there with him.”

“Like I said: you can try, but I got the feeling that he didn’t want to talk to me, and I’m going to respect that.”

Rusty sighed. It wasn’t what he wanted to hear, but he had to admit that Dinah had a point. “If he ignored me the last time I went over, he probably doesn’t want to talk to me, either.” And any attempts to try to talk to him anyway would only serve to make him even more upset. Angrily, Rusty kicked at a stone that lay by his foot. It was just his luck that on one of the few times he actually wanted to talk to CB, CB wanted nothing to do with him.

Dinah watched the stone clatter away with a frown. “Just give him time, Rusty,” she said gently.

“But he’s had time! It’s been _days_. How long are we going to let him keep this up?”

“Believe it or not, CB’s a grown-up; he can make his own choices. It’s not our job to take control of his life.” There was a thinly-veiled reprimand in her voice.

Rusty’s sudden surge of frustration quickly faded away. “I’m just worried, that’s all.” It felt like a weight had been lifted from his chest at the words. He hadn’t said it out loud before, but it was true: he was worried about CB.

When he looked over at Dinah, she had nothing but sympathy in her eyes. “I know,” she said. “I’m worried, too. And I wish that he would talk to me about this, but we can’t force him. We can only be there for him when he’s ready.”

She was right; Rusty knew she was right. Even so, he couldn’t shake the sinking sense of dread that was anchoring itself in his chest. “And if things get worse before then?”

Dinah met his gaze with a serious look. “Then we’ll have to be there for him then, too.”

***

As the days flew by and still no one had heard from CB, Rusty felt worse and worse. Despite Dinah’s advice, he’d gone over to CB’s a few more times, but he never mustered up the courage to actually knock. As much as he wanted the reassurance that CB was okay, he didn’t want to make him angry by not respecting his space. After all, if their positions were flipped, he knew _he_ wouldn’t be too happy to have someone always at his door when he just wanted to ignore the world for a few days.

Still, he found it hard to keep away. He was always finding excuses to end up on CB’s side of the yard, hanging around outside his house on the off-chance he might catch him coming or going, and asking some of the gentler members of the yard—namely Dustin and Dinah—if they’d heard anything at all from him, or if they might be willing to try to check up on him. He’d even put his own feelings to the side and asked Greaseball about it, much to the diesel’s shock.

But all of Rusty’s worrying added up to nothing—he didn’t find out anything more about what had happened and of CB there was still no trace.

With nothing else to do, Rusty threw himself into his work, hoping it would serve as a distraction. It worked, to an extent—it gave him something to do and provided an outlet for him to work out some of his nervous energy, but nothing he was doing required a lot of focus, so his thoughts quickly circled back to CB: What was he doing? Was he safe? Had he hurt himself? Or someone else?

Rusty sighed and shook his head, trying to shake off the thoughts. He didn’t have any answers, and something told him that he wasn’t going to get any for a very long time. Or possibly ever; if CB was returning to his old moodiness, it was quite possible that he wouldn’t talk to Rusty about any of this when it was finally done. The thought that CB might continue to shut him out even after he returned to the yard stung in a way Rusty wasn’t expecting.

Determined to take his mind off of it, Rusty turned his attention back to his work with renewed vigor. Poppa had asked him to organize some of the yard’s old files—shipping invoices, track maintenance records, things like that—that had never been put away properly. It was the sort of task that was mind-numbing at the best of times, but Rusty was more than happy to take it on. He didn’t even bat an eye when Poppa showed him into the storage closet where stacks of boxes full of unsorted papers were waiting for him. He simply sat down, grabbed the nearest box, and gotten to work. The job had turned into a bit of an on-going project for him; any spare moment he had he dedicated to it. Poppa had told him more than once to stop and take a break, but Rusty always refused. He needed something to keep him occupied.

He was just finishing up another box, absent-mindedly flipping through old transfer paperwork and building permit applications, when—

“Rusty! Rusty!”

“Ashley?”

Before Rusty could even come up with a guess as to what was happening, Ashley grabbed his arm, tugging him to his feet. “Rusty, you have to come quick!”

“What? Why?” Rusty asked, but Ashley was already pulling him back in the direction she’d come from without any sort of explanation. “What’s going on?”

“It’s CB,” she told him, and all of Rusty’s confusion immediately turned into concern.

No one had mentioned CB in at least a week. He’d been completely missing from the yard, both physically and in spirit. His name hadn’t been spoken, he hadn’t been placed on the week’s work schedule, all of the personal items he’d left lying around had been cleared away—it was like he’d never existed. The fact that something had happened with him now, something that put such urgency in Ashley’s voice, did nothing but send spikes of anxiety through Rusty’s chest. “What happened? Is he okay?”

“I don’t know, Rusty. He’s losing it.”

“Losing it how?” he pressed, picking up speed. Ashley ended up letting go of his arm, instead grabbing hold of his couplers and letting herself be pulled. “What did he do?”

“I don’t know. Poppa told me to come get you, and he said to hurry.”

Every word in that sentence just made Rusty feel worse. “Is he hurt? Is he hurting someone? Is he in trouble?”

“I don’t know, okay?! All I know is it’s bad. If I had more details, I’d tell you.”

“Okay, okay, just… Just tell me where I’m going.”

“Radio tower."

Rusty took a deep breath, trying to keep a level head as he set off towards the tower. _It’s probably fine,_ he told himself. _Everyone always overreacts to what CB’s doing. It’s probably nothing._ None of his reasoning was soothing the anxious fluttering in his stomach, though, and he pushed the speed just a little harder.

It wasn’t long to the tower, but every second it took was one second too long. He kept thinking up worse and worse scenarios, and by the time the tower was in view, he was almost certain that someone was dead.

The first thing he noticed once he got to the tower was the group of trains gathered around the base. He quickly scanned the crowd, picking out Poppa, Greaseball, and Dinah huddled close together near the tower and most of the rest of the yard scattered about a little further away, but there was no trace of CB’s signature red. Sure he must have missed something in his panic, Rusty looked a little harder, but still there was no sign of CB. He frowned. Ashley had definitely said to come here, but if CB wasn’t here, then…?

The second thing he noticed was that the whole group was looking at something. More specifically, they were looking _up_ at something. Confused, Rusty turned his head to see what it was, and his heart skipped a beat. There, more than three-quarters of the way up the tower, was CB.

Panicked questions began to flood Rusty’s mind: was it safe for CB to climb that thing? He didn’t know much about how the tower worked, but he didn’t think it was a good idea for CB to be so high up, especially without a harness. Why would he even do that? And what was he doing? From where he stood, Rusty could just about make out CB’s motions as he hit and kicked and yanked at various projections from the tower, letting the ones that broke off drop and smash to pieces on the ground. Didn’t he need those? Was anyone else near the tower? Would they get hit and hurt by one of those things?

Anxiously, Rusty’s eyes swept along the ground around the tower. Thankfully, no one was near enough to be in danger of getting hit, but he did spot something even more terrifying: not too far from the base of the other side of the tower was a stack of containers on nitroglycerin, just delivered, waiting for Joule to pick up.

Rusty’s breath caught in his throat, and he swore his heart stopped. He wasn’t in any means an explosives expert, but even he knew those containers were extremely volatile. If anything CB threw down from the tower hit one of them, it could start a chain reaction. An explosion that big would do some serious damage to the yard. It would also undoubtedly take down the radio tower, and CB along with it.

Immediately, he joined the group fearfully watching CB’s progression up the tower. “CB!” he yelled up. “CB, stop!” He was sure it wasn’t anything that the others hadn’t already tried, but he hoped CB might be more inclined to listen to him. “You’re going to get yourself hurt!”

“Come down from there!” Poppa shouted, his voice hoarse like he’d been at this for a while.

“Come down, please!” Rusty echoed. The fear was audible in his voice, but he didn’t waste a single thought feeling self-conscious about it.

Of course, it did no good. CB ignored them all, continuing to smash and pull pieces off of the tower in a pattern of senseless destruction that had Rusty terrified for CB’s safety.

“He’s not listening,” Dinah fretted, her voice edging on hysterics. “He’s not coming down!”

“Shit,” Greaseball swore under his breath, then he was in motion. He took off for the tower, climbing up after CB without even thinking it through. It wasn’t hard to imagine how CB—light and agile as he was—had made it to the top, but Greaseball was a different story. Rusty wouldn’t have been surprised if Greaseball hadn’t climbed anything before in his life. He was obviously struggling, his own size working against his for once, but for CB, he persevered.

It seemed that CB was so focused on his destruction that he didn’t notice Greaseball coming up after him, otherwise he surely would have moved. But despite his slow ascent and no small amount of noise, Greaseball managed to make it close enough to touch him. Once CB was within reach, Greaseball grabbed onto CB’s leg and gave him a solid yank backwards.

“Hey!” CB protested. The tug had caught him by surprise, and he fell back. He was in freefall for a few seconds before he was able to catch himself on the tower, and it made Rusty’s heart stop. CB tried to scramble up and away again, but Greaseball was quicker, wrapping an arm around CB’s chest and pulling him in close. He managed to get a hold of one of CB’s arms, but not the other. With his free hand, CB clung to the bar he had grabbed, legs kicking wildly as he tried to get away.

“Hold still,” Greaseball said, pulling him away from the tower so he could bring him back down.

CB, of course, didn’t listen. “Greaseball, let me go!” he snarled, trashing so strongly in Greaseball’s hold that it was throwing the engine off-balance.

If Rusty’s heart hadn’t been in his throat before, it certainly was now. He hardly dared to breathe, biting his lip painfully hard as he watched on. One wrong move and both CB and Greaseball would come crashing down, and Rusty didn’t even want to think about how badly they’d get hurt falling from that height.

Poppa laid a reassuring hand on Rusty’s shoulder. “It’s okay, son. Greaseball’s got him,” he said, though his own face was etched with worry as well.

Rusty swallowed thickly around the knot in his throat and nodded reflexively, his eyes never leaving the pair as Greaseball carefully climbed back down. He was taking his time with it, making sure he always had a solid hold on the tower as CB continued to struggle against him. Rusty had never been more grateful that Greaseball actually was as strong as he was always claiming to be, as he managed to not only keep CB pinned securely to his chest, but also prevent them both from falling, even when CB kicked Greaseball’s legs out from underneath him. 

Rusty didn’t relax until they were back on solid ground, and even then, it was only minutely. CB was still fighting against Greaseball’s hold, squirming and kicking with all his might. Greaseball wrapped his other arm around CB’s waist, grabbing CB’s free arm and holding him more firmly in place, though as a consequence, CB redoubled his efforts to break free.

“Let go,” he shouted. “Put me down!”

Greaseball ignored him. All of CB’s thrashing was nothing to him, and he seemed more worried that CB might hurt himself rather than hurt him.

Poppa was the first one to approach them. His face was a mixture of disappointment and concern, and it was clear that he was gearing up for a lecture. “CB, what on earth were you thinking?”

“Shut up!” CB spat, aiming a kick in Poppa’s direction. His leg was too short to reach, though, and it only served to make him more enraged. He poured his fury into his struggling, and Greaseball had to tighten his hold to keep him in place. “Let me go!”

“Forget about all of the damage you could have done to the yard,” Poppa continued, “you could have gotten yourself seriously hurt.”

“Shut up! Shut up, I don’t care!”

CB was practically foaming at the mouth, throwing his weight around in Greaseball’s arms and stretching his neck and snapping his teeth as though he might be able to bite him. He was in such a frenzy now that Rusty was starting to worry about him hurting himself, too. He came a little closer, hands held out in front of him like he was approaching a wild animal. “Calm down, CB,” he said gently. “We just want to—”

“Don’t tell me to calm down!” CB shrieked, throwing his head wildly back and forth, never once even looking in Rusty’s direction. “Don’t even talk to me! I hate you!”

Rusty recoiled. Of all the things he could have expected at that moment, the possibility of CB lashing out at him hadn’t even crossed his mind. After all the time they’d been spending together, especially with how sweet CB had been to him, Rusty had expected himself to be immune from CB’s ire. To now have all that anger directed at him… he wasn’t going to pretend it didn’t hurt.

“Come on, son,” Poppa said, “I know you don’t mean that.”

“I do, I do! I hate him!” the caboose raged, and every word was another stab through Rusty’s heart. “Put me down!”

With so much of his body thoroughly immobilized, CB began slamming his head back into Greaseball’s neck, which seemed to only be a minor irritation to Greaseball. It took a few tries, but he managed to trap CB’s head under his chin, completely halting any movement of his upper body. He locked eyes with Rusty as CB let out an incoherent scream, the worry in his gaze palpable. It made Rusty’s heart sink. Greaseball had known CB for a lot longer than he had—if this outburst was worse than anything even he had seen, then something was clearly very wrong.

Now that his head was immobile, they could see that CB had his eyes squeezed shut, like he was refusing to look at any of them. He screamed and screamed and just kept screaming, never once stopping his violent thrashing.

It was hard to watch. Almost painful, even. Rusty balled his hands into fists, trying to keep them from shaking. Part of him wanted to go over and take CB from Greaseball, to be the one to hold him and soothe him and make sure he was safe; another part of him wanted to run as far away as possible. For the most part, though, he was stuck, frozen in place, watching on in horror as CB fell apart in front of his eyes.

He felt Poppa take his shoulder, and before he really knew it, the older engine was leading him back a few steps. “I know, Rusty. I know,” he said, rubbing Rusty’s arm. “But it’ll be alright. We’ll wait until he’s calmed down a bit and then we’ll sort this whole thing out, don’t you worry. Just take a deep breath, okay?”

Rusty did as he was told, drawing in slow and shaky breaths until he was able to talk again. “He’s… Poppa, something’s wrong. Something _has_ to be wrong, he’s never—he wouldn’t…” Rusty shook his head. His thoughts were racing too fast for him to sort out, but the one thing he was certain of was that this wasn’t CB. CB was fun-loving and reckless and sneaky; this level of destruction was beyond him.

“I know. But he’s in no state to talk about it right now.” Poppa glanced over his shoulder back to where CB was still screaming at no one in particular. “There’s nothing we can do until he calms down. We just have to wait it out.”

Rusty swallowed thickly, following Poppa’s line of sight. His heart clenched, and he immediately had to look away again. “There has to be something,” he said weakly. CB was hurting, and the fact that no one was even trying to help him made Rusty want to cry.

Poppa sighed heavily. “Not unless you have any ideas.”

Rusty wracked his brain, but try as he might, he couldn’t come up with anything. He didn’t want to admit defeat, especially not when CB needed him, but as the seconds dragged on into minutes, he had to shake his head.

“Don’t fret too much about it,” Poppa said, resting a hand between Rusty’s shoulders and rubbing soothing circles there. “We’ll get this sorted out. He’ll be okay.”

Watching the scene before him, Rusty found that a little hard to believe. Still, he nodded, forcing another slow, deep breath. Poppa stayed with him for another minute, offering him silent support, before he left to make his way around the area, shooing away the gossiping spectators.

It took what felt like forever, but eventually CB quieted down. He stopped kicking, and instead dangled limply in Greaseball’s arms. Now that it seemed he’d tired himself out, Greaseball cautiously released CB’s head from under his chin. CB didn’t so much as flinch at that, and Greaseball looked over to Poppa as if to ask, _now what?_

“It’s alright,” Poppa said, rolling closer to the pair. “You can put him down.”

Greaseball looked uncertain, but he did as Poppa said, slowly lowering CB until he was back on the ground. He kept a hand on CB’s shoulder, ready to grab him in case he tried to run off again, but CB didn’t move. He looked defeated, shoulders slouched as he glared petulantly at the ground.

Poppa came to a stop in front of the caboose, hands on his hips as he stared down at him. “Are you ready to talk about this?”

CB toed at the dirt and said nothing.

“That was a bad idea, and I know you know that. You could have gotten yourself killed up there, not to mention taking at least half the yard out with you! Rusty says it’s ‘cause something’s bothering you, but even still, you know that’s no excuse to go and try something so stupid.” He paused, giving CB the opportunity to say something, but the caboose kept his mouth shut.

“You know if something’s wrong, you can come talk to me. I’m always here to help. You don’t need to resort to violence and destruction just to get attention.”

Still, CB was quiet.

“So, that’s just it, then? Nothing to say for yourself?”

Silence.

It was obvious that trying to talk to CB was getting them nowhere, and Poppa heaved a sigh. “Go home, CB. No more trouble for tonight.”

CB turned to leave, but Greaseball tightened his grip on his shoulder, keeping him right where he was. “Seriously?” he asked. “After he pulls a stunt like _that,_ you’re just going to let him go?”

Poppa shook his head, reaching over and pulling Greaseball’s hand away. “There’s not much we can do if he ain’t listening,” he said, shooing CB off home. “We can try again tomorrow; maybe then we’ll be able to get through to him.”

With Greaseball no longer stopping him, CB rolled off, dragging his feet as he sulked away. Rusty watched him go, stomach twisting itself into knots. This was wrong. Everything about this situation was _wrong._ He’d never seen CB look so upset; he clearly needed help, but no one was doing anything about it.

Greaseball looked like he was also having issues with CB going off on his own. He was watching CB like he still wanted to stop him, but he wasn’t sure if he should. He looked back and forth between CB and Poppa, desperately trying to figure out what to do. “Shouldn’t someone at least keep an eye on him?”

“I’ll go,” Rusty volunteered, taking off after CB before anyone could stop him.

CB was already fairly far away, but with the speed Rusty picked up, it didn’t take him long to reach him. He was sure CB had to have heard him coming, but the caboose didn’t stop to wait for him.

“CB, what’s wrong?” he asked as soon as he caught up.

CB ignored him. He didn’t slow down or even look in Rusty’s direction, just continued on towards his shed with his head hanging low. It was so different from CB’s normal behavior that Rusty could feel his worry start rising impossibly higher.

“Come on,” he tried again, “I’m not going to yell or lecture or anything like that. I just… I know something’s bothering you. And I want to help, but I can’t do that unless you tell me what it is.”

“Just leave me alone,” CB mumbled, still refusing to look at him.

Ever since the crash at the championship, Rusty had been too scared of setting CB off to go against what he said. This time, he held his ground. “No, this is serious,” he said, because it was. CB could have gotten himself seriously injured or even killed, and Rusty refused to let that go unaddressed.

All of Rusty’s determination didn’t make a lick of difference. CB kept on, dragging his feet as he made his way back home, doing nothing to acknowledge the fact that Rusty was keeping pace beside him.

An uncomfortable tightness was pulling at Rusty’s chest, so strong he thought he might implode. “Look, you have to tell me what happened if you don’t want to. Just tell me what I can do to help. I can’t stand seeing you so upset.”

Still, CB gave him nothing.

“CB, please,” he tried one last time, desperation and frustration twisting into a knot in his chest. Once more, he was ignored, and he could feel a scream rising in his throat. “Why won’t you talk to me? I thought we were friends!”

That got CB’s attention. He stopped dead in his tracks and rounded on Rusty. “No!” he snapped, and Rusty could swear that there were tears in his eyes. “No, _I_ thought we were friends. You knew you were lying the whole time. I never meant shit to you, so don’t you _dare_ try to guilt me into anything!”

Rusty took a step back, thrown off-guard by the sudden resurgence of anger. “What? CB, what are you talking about?”

“What were you even trying to accomplish?” CB raged on as if Rusty hadn’t spoken. “Did you just want to see me make a fool of myself? Was this some long, drawn-out revenge plot? Well, congratulations, you’ve had your fun, you’ve made your point.” He turned away then, hiding his face before Rusty could see him cry. “Now leave me alone.”

CB started to roll away, but Rusty couldn’t let him leave it at that. He rushed to get in front of him, blocking his path and laying a hand on his shoulder. He was hanging his head again, and Rusty bent down, trying to meet his eyes. “CB, you’re not making any sense,” he said, trying to keep his voice gentle. “Lying? Revenge? I don’t understand.”

“Come off it, Rusty,” CB spat, wrenching his arm away from Rusty’s hand. “I know, okay? You never actually liked spending time with me, you were just faking it. So, you can drop the act now. I’ll leave you alone forever, just like you wanted.”

“Like I wanted?” Rusty echoed, confusion morphing into something sour in his stomach. “What are you talking about? Where did you even get an idea like that?”

CB finally raised his head up to look Rusty in the eye, no longer caring about the tears that slid down his cheeks. “You made it plenty clear to Pearl that you never wanted me around.”

 _To Pearl?_ Claws of ice clenched around Rusty’s chest as he realized what CB was talking about. “CB, that wasn’t… I mean, I didn’t… I…” He scrambled to come up with some way to explain the situation, but it was no good. After all, CB was right: he’d said yes to all of CB’s ideas even though he didn’t mean it, and he’d told Pearl as much. If CB had heard any portion of that conversation, then there was no point denying it—he’d just be digging himself deeper into this hole.

CB glared at him weakly, but there was far more pain in his eyes than anger. “Just go away,” he mumbled, head hanging once more as he brushed by him. “I’ll stop bothering you.”

Rusty opened and closed his mouth a few times, but no sound came out. All of his arguments—that it wasn’t what it sounded like, that he had never done it to be mean, that it didn’t matter because he’d ended up enjoying CB’s company—turned to ash on his tongue. He turned to watch CB go, feeling his throat close up on him. He still wanted to go after CB, but he had the sinking feeling that it wasn’t in his place to do so.

***

Rusty sat up in bed, heaving a sigh and dragging his hands over his face. It was past three in the morning, but he couldn’t fall asleep. He hadn’t had a good night’s sleep in days, kept up by the replay of memories and the swirling pit of guilt that he just couldn’t shake.

The worst part was that Rusty knew he deserved it. As much as he would have liked to pretend that he hadn’t done anything wrong and absolve himself of these feelings, the truth of the matter was he had intentionally deceived CB, and he’d ended up hurting him.

He almost had to laugh. After everything that had happened—from the betrayal at the championship to the break-ins and making Rusty an accessory in his crimes—how was it that CB was the one who’d gotten hurt? It didn’t make any sense.

But, Rusty told himself, it didn’t have to. Just like with Pearl, he’d done something to make CB upset without realizing it. It didn’t matter what CB had done to him, Rusty at least owed him an apology for that.

But even though he knew that, actually managing to talk to CB was proving more difficult than Rusty ever could have imagined. The caboose was back to working in the yard, but he was avoiding Rusty at all costs. It didn’t matter if that meant showing up late, or leaving right in the middle of something, CB put more effort into avoiding Rusty than Rusty had seen him put into anything else.

It also didn’t help that on the few occasions they’d ended up in the same place, in those precious few seconds before CB ran away, Rusty found himself overcome with guilt. It clogged his throat, had him looking at his toes, made him want to run away too.

Rusty bit back a groan of frustration. He was being ridiculous, and he knew it. This whole mess was his fault, and he needed to be the one to fix it. He just needed to buck up and do it already.

He glanced at the clock. 3:18.

Well, there were worse times to pay someone a visit. Probably.

The world was silent as he stepped out of his house, and for a moment he felt almost uncomfortable to be disrupting the peace. He couldn’t recall a time when he’d been out and about this late and it felt strange to be doing it now. Nevertheless, he pushed on, trying to make as little noise as possible so he didn’t end up disturbing anyone as he crept through the yard.

It wasn’t until he was at CB’s door that Rusty realized he would probably be asleep. It was, after all, about 3:30 in the morning. For a moment he considered turning around and going home, saving this conversation for a more reasonable hour, but he shook the thought off. If he didn’t do this now, he wasn’t sure he would ever get it done. Besides, how many times had CB shown up at his house in the middle of the night? At this point, he was just getting what he gave.

He raised a fist and knocked as loudly as he dared. He held his breath as he waited for an answer, but the seconds dragged by and the house remained still. He tried again, a little louder this time, but minutes passed and he still received no response.

Logic would say the best thing to do now was leave. CB wasn’t going to answer, so Rusty would just be wasting his time waiting. But Rusty hadn’t come here based on logic. He let his hand rest on the door and stared down at the knob, thinking. Wouldn’t it be just like CB to leave his door unlocked all night? It was worth a try, at least.

He reached down and grabbed the knob, thanking his lucky stars that it turned. He pushed the door open, hesitating in the doorway for a minute. He felt uncomfortable just letting himself into CB’s house like this, but, he told himself, it had to be done. Not to mention all the times CB had broken into his house; returning the favor was just fair game.

Taking a deep breath to steel himself, Rusty forced himself to step inside. All the lights were off, and the house was dead quiet. He ran a hand along the wall, feeling around for a light switch. It took a few seconds, but he found one, flicking it on and illuminating the total mess inside.

Rusty was taken aback. It looked like a tornado had swept through. Of course, he knew CB was chaotic and impulsive at the best of times, but he always took so much pride in his appearance: his hair was always carefully styled, his shoes always polished, his neckerchief always tied just so. He had thought that the same pride would apply to his house, but…

The closer Rusty looked, the less it looked like just a regular mess. Possessions were strewn about the room as if they had been thrown; pictures had been torn down from the wall, shards of glass scattered across the floor from the broken frames; furniture was overturned and, in some cases, completely broken. The whole scene looked violent.

Rusty swallowed thickly, trying not to think about it or what it could mean. He pushed farther into the house, taking care not to tread on anything or accidentally cause any more damage than had already been done.

He’d never been over CB’s before, but it wasn’t hard to figure out where he was going. The place wasn’t very big, after all. The kitchen, just off the living room, was just as trashed, but unfortunately just as empty. Rusty frowned, although he had expected as much. There was a single hallway off the living room leading farther into the house, so Rusty followed it.

There were a handful of doors, two of which were cracked open. He peeked into the first one: a bathroom. He moved further down the hall to the next door, pushing it open a few more inches. Behind the door was a bedroom, and sitting on the floor next to the bed was CB.

Rusty’s breath caught in his throat, and for a moment he could do nothing but stand there and stare at him in the weak light that filtered in from down the hall. He’d set out to come and apologize, but now that he was actually here, Rusty had no idea what to say. Anxiety was tying itself into a knot in his chest, and he was suddenly overcome with the desire to run as far away as he could. His legs felt like jelly, but he took a deep breath and pushed himself a little closer. He had to make this right.

“Hey,” he said quietly, trying not to startle him.

CB looked up at him for a second, his expression unreadable, before turning away again. If he was at all surprised to find an intruder in his house in the middle of the night, he didn’t show it. “What do you want?”

“Just to talk. May I sit?”

Honestly, Rusty expected to be told to go away, but CB, still not looking at him, said nothing. He waited a moment for any hint of acceptance or rejection, but when neither came, he decided to test his luck and take a seat next to CB.

“I, um…” Rusty started, trying to remember the speech he’d rehearsed in is head on the way over. “I just wanted to say I’m sorry. I wasn’t being honest with you, and that was wrong of me.”

“Yeah,” CB bit out, “it was.”

The hostility in CB’s voice made Rusty pause. He had expected CB to still be mad at him, but he wasn’t sure what to do in the face of it. A large part of him was screaming at him to leave before he made CB snap, but he ignored it. After all, giving into fears like that was what landed him in this situation in the first place. “I’m sorry. I didn’t think that what I was doing was being mean or lying—I thought I was being nice. You were just… always so excited about those plans you made; I didn’t want to hurt your feelings. Going along with them seemed like the nice thing to do.”

“You could have just said you didn’t like me,” CB said, staring at his feet. “That would have hurt less.”

“I’m sorry,” Rusty said again, but it felt almost meaningless. He owed him an explanation, at least. “I was scared. After what you did to Greaseball and Electra in the championship, I couldn’t stop worrying about what you might do to me if I made you upset. It just seemed like a better idea to try and stay on your good side.”

CB looked up at that, eyes shining with the slightest hint of tears. “You seriously think I’d ever hurt you?” he asked, voice tinged with pain.

“I mean, maybe?” In recent days, he’d felt less and less sure that it was a valid fear, but he still wasn’t going to rule out the possibility that it could happen. “We all know about what you did to the other racers at the championship. Why should I be any different? Even if you were inviting me out all the time. Greaseball was your friend, too, and you still crashed him.”

“I didn’t,” CB protested weakly.

“What?”

“I didn’t crash him,” he repeated, more forcefully this time. “That was his own fault.”

The clarification only made Rusty more confused. “No, it wasn’t.” Everyone knew CB had done that. It was strange, though—he’d never tried to deny it before, and Rusty couldn’t figure out why he would now.

CB shot him a scathing look. “And how are you so sure about that?”

Well, when he put it like that, he wasn’t. Neither Greaseball nor Electra had told anyone about what happened that day other than the fact that it was someone else’s fault they got hurt. “I mean, everyone said—”

“Yeah, they _said,_ but they don’t _know_. They weren’t there, they didn’t see it.”

That was true enough. He and Dustin had been the only ones to actually witness the crash, but even so, the trio had already been a tangle of limbs by the time Rusty had caught up to them. “Then what happened? They wouldn’t have crashed themselves if they were trying to cheat.”

“There wasn’t some malicious plot, just GB and Electra fighting over me like a couple of morons. They didn’t even notice that they were going to take all three of us off the track. It wasn’t my fault—I wouldn’t do that to my friends.”

“Oh.,” Rusty said, trying to adjust to this new information. “But if you didn’t crash them, then why…? I mean, you crashed the other racers. And you slowed me down when we raced together.”

“I slowed you down, but I didn’t crash you. You didn’t get hurt.”

“Not physically,” Rusty allowed, “but you had to have known how important that race was to me. I trusted you as my racing partner, and you betrayed me.”

CB rolled his eyes. “That’s not the same thing.”

“I imagine it’s probably pretty close to what you’re feeling right now.”

For a moment, CB looked like he was going to argue. Then he snapped his mouth shut, lips pursed like he was displeased with his own thoughts. He seemed to go through an internal debate for a minute, and Rusty watched as his expression shifted through irritation, contemplation, guilt, and, eventually, resignation. “Fine,” he agreed sullenly. “Sorry, I guess. That wasn’t what I was going for.”

It wasn’t much of an apology, but Rusty would take it—it was probably about as good as it was ever going to get, anyway. CB at least seemed sincere about not wanting to hurt him, though it did cause him to wonder, “Then why’d you do it?”

Immediately, CB turned cagey, squirming where he sat like Rusty was about to bring up all his secrets. “No reason.” 

“You must have had one.”

“I don’t need a reason for everything I do,” he snapped defensively.

Making CB mad was just about the last thing Rusty wanted to do right now, and he backpedaled, trying to find a softer way to phrase the question. “Well, sure, you don’t need one, but people usually have one.”

“Fine. I did it because I wanted to.”

“But why?” He should have expected CB to be talking in circles like this, but Rusty was determined to pry a solid answer out of him.

“Because I didn’t want you to win.”

“But _why?_ ”

“Because I didn’t.”

“CB—”

“Because I like you, okay?!” CB burst out with such sudden intensity that it made Rusty jump. “And I knew that if you won that race, you’d get together with Pearl and I couldn’t let that happen. But then you were so determined to win the final and if you lost it you would have been crushed, and I couldn’t let that happen either. So I just…” he trailed off, shaking his head.

Finally, there was the explanation Rusty had been looking for, but he barely even registered it. He was too caught up on those first four words. “You like me?”

CB sighed. “Yes,” he said softly, sounding defeated. “And we were spending so much time together that I thought you might like me, too, but you were lying. The whole time I thought we were getting closer, you were just leading me on. You got my hopes up for nothing, and it really hurt.”

 _Oh._ Suddenly, things started to make a lot more sense. All of those nights out CB had planned for him… they were dates. Rusty had just thought they were random things CB had thought of, but the more he thought about it, the more he realized that CB had been planning them based on things Rusty might want to do—the museum, the fire, the picnic. He’d missed the mark with it all quite a bit, but in his own way, he had been trying.

Rusty swallowed thickly, the weight of the situation pressing down on him. “I guess we’ve both been pretty awful to each other, huh?”

“Yeah,” CB said dourly, kicking at the ground. “I guess.”

A heavy silence settled over them, and it set Rusty’s mind turning. They were both upset about the way things had turned out, and he didn’t want to end it like this. There had to be something he could do; a way to try again, to do it right this time. “Maybe we could… start over?”

CB looked up at him at that, a spark of carefully guarded hope in his eyes that was quickly snuffed out. “What’s the point?” he asked, curling himself into a ball and resting his chin on his knees.

“I do like you, CB,” Rusty said gently. With those few words, it felt like a weight had been taken off his chest. Because it was true, wasn’t it? He liked CB. Despite all the caboose’s schemes and mischief, he’d wormed his way into Rusty’s heart. And much to his own surprise, Rusty didn’t want to give him up. “I can’t say that I liked what we were doing, and I was definitely scared at first, but… I don’t know, I guess you just grew on me.”

He had thought CB would appreciate the attempt at levity, even if it did fall a little flat, but instead he curled up tighter, hiding his face. “Don’t,” he said, voice muffled by his arms.

Rusty’s heart sank. “What?”

CB picked his head back up, but he didn’t look at Rusty. “Don’t. Don’t lie to me again. It’s not going to help anything.”

“I’m not lying,” Rusty said softly but still as emphatically as he could. “I _do_ like you. And I know, after everything that’s happened, it’ll take a lot of work to build up the sort of trust and honesty we’d need to make things work, but I’m willing to try, if you are.”

Silence stretched between them again, and with every second that passed with CB not saying anything, Rusty’s heart sank further. He’d thought CB would be excited and happy for the opportunity to give a relationship a proper shot. After all, Rusty was excited, and he’d only just realized he liked CB. But now he was losing something he hadn’t known he had, hadn’t known he’d wanted, and it didn’t look like he was going to be able to get it back. 

“Okay.”

It was so quiet that Rusty almost didn’t hear it. The moment he registered it—the word, what it meant—a smile slipped across his face that he couldn’t have stopped if he had tried. “Yeah?”

“Yeah,” CB said softly, finally looking Rusty in the eye. “I want that. I really, _really_ want that.”

Rusty reached over, taking CB’s hand in his, his smile growing at how right it felt. “It’s not going to be easy,” he warned.

“I’ll work for it. I promise,” CB said earnestly. It was endearing how eager he was, and a warm, fuzzy feeling rushed through Rusty’s chest.

Still, CB had to know what they were getting into. “You’ll have to talk me, especially when you’re upset. No more impulse acts of destruction.”

CB’s look turned serious. “And you’ll have to talk to _me._ No more lying about how you feel.”

If the situation had been any lighter, Rusty would have chuckled. Instead, all he did was nod. “That’s fair.”

CB held the look for a few moments more before he softened. Slowly, ever so slowly—like he was waiting for Rusty to stop him—he leaned against Rusty’s side, resting his head on his shoulder. Rusty couldn’t help himself; he let his head tip to the side to rest atop CB’s.

It was too early to say for certain, but he got the feeling that this was going to be the start of something wonderful.


	4. Epilogue

Rusty awoke peacefully to gentle morning light streaming in through the window. He could faintly make out the soft sounds of birdsong from outside, muted by the glass but cheerful nonetheless. The sky was a lovely shade of blue with just a few puffy clouds drifting lazily by, and Rusty could tell it was going to be a beautiful day. Not only was it going to be a great day, Rusty was in a great mood to match. He’d had a good night last night, and a good night’s sleep as well, and had woken feeling well-rested and content. All in all, it would have been a very pleasant morning—near perfect, really—if only it weren’t so hard for him to breathe.

Although, he thought, glancing down at the puff of orange hair tickling his chin, he found that he didn’t mind that much. CB was still fast asleep, sprawled on top of Rusty’s chest like the mattress wasn’t good enough for him. He had one hand tangled in the blankets, the other curled loosely around the back of Rusty’s neck.

It was sweet, Rusty thought, tracing feather-light patterns on CB’s back. They’d been together for almost a year now, but still CB ended up clinging to him every time they slept, like he couldn’t bear to be apart for even just eight hours.

He placed a gentle kiss on the top of CB’s head, and CB stirred sleepily. Rusty couldn’t resist running his fingers through CB’s hair, a smile tugging at his lips as he did; he put so much effort into styling it perfectly every day, and of course Rusty would be the first one to tell him how good it looked, but there was something about seeing it in its natural state—so soft and untamed—that Rusty couldn’t help but love.

The feeling of Rusty’s fingers on his scalp woke CB up the rest of the way. He pulled his eyes open, blinking blearily up at Rusty.

Rusty greeted him with a gentle smile. “Hey,” he whispered, running a finger along CB’s cheek.

He had expected to CB to give him a sleepy smile in return, maybe even lean into his touch, but instead, he pulled back, crinkling his nose. “Ugh. Your breath stinks.”

It certainly wasn’t the response he was hoping to get, but it was a very CB answer, nonetheless. “Oh, yeah?” Rusty said with a laugh, giving CB’s bangs a playful tug in retaliation. “Well, your hair’s a mess.”

CB, never particularly fond of anyone messing with his hair, pouted. “I’d say that’s largely your fault,” he said somewhat defensively, though he nudged his head up into Rusty’s hand anyway.

“I think you’re right.” He dragged his fingers through CB’s hair again, messing it up even more. “I’m pretty terrible, aren’t I?”

“Mm. Just the worst,” CB agreed, propping his chin up on Rusty’s chest and gazing at him with adoring eyes.

Rusty smiled, laying a hand on the back of CB’s neck so he could pull him up and kiss him properly. Despite his previous complaints, CB came easily.

“I don’t know how you put up with me,” Rusty whispered when they broke apart.

CB gave an exaggerated sigh. “It’s a real struggle. But you’re worth it. Most of the time.”

“Gee, thanks,” Rusty said flatly, rolling his eyes as CB dissolved into a fit of giggles. He gently pushed CB off from on top of him, scooting to the edge of the bed and swinging his legs over the side.

“No,” CB protested, still giggling, “stay.”

Rusty paused, looking back at CB over his shoulder. “I don’t know about you, but I have things to do today.”

“No, you don’t.”

“Yes, I do. Greaseball and I have to get together to coordinate the track repairs.” Usually, that was Poppa’s job, but the steamer wasn’t as young as he used to be. They’d been talking about Rusty taking over for him as the head of the freight yard for a while, but it was only recently that he’d started handing down some of his responsibilities. 

CB finally sat up, too, but only so he could drape himself over Rusty’s back. “You’d rather spend the day with Greaseball than with me?” he said with a pout. 

Rusty gave him a small smile, shaking his head. “Not in the slightest. But if we don’t work the schedule out right, the yard won't be able to function properly for months.”

“Would that really be so bad?” CB asked, nuzzling into Rusty’s neck. “It’d mean less work for us to do.”

“No, it would just mean that the same amount of work we have to do would be harder.”

CB let out a whine at the thought of more intense physical labor, and Rusty’s lips twitched up into a smirk. “In fact,” he continued, “it would probably mean even more work, because we’d have to detour around the repairs, so all of our routes would take longer.”

“Rusty, no!”

“Yes,” Rusty said, carefully trying to pull himself out of CB’s hold. “Which is why I have to go.” 

CB, however, didn’t seem like he was planning on actually letting him go any time soon. He wound his arms around Rusty’s chest even tighter, wiggling closer to press himself more firmly along Rusty’s back. “How long is it going to take?”

“I don’t know. A while, probably.”

“Like, an hour?”

Rusty chuckled, patting CB’s hands. “Probably closer to, like, the whole morning. Possibly the afternoon.”

“That’s too long,” CB complained with another whine, hiding his face against Rusty’s shoulder.

“I know,” Rusty said. He let his head drop to the side and rest on top of CB’s. “But it has to be done.”

CB sighed, sounding sad and defeated in the way that Rusty always suspected was just an act to make people feel sorry for him. “Can we at least do something when you get back?” he asked, and Rusty could practically hear the puppy-dog eyes he was giving him.

CB sounded all set to start begging, but he really didn’t have to. As if Rusty would ever say no to them spending time together. “Yeah,” Rusty said, “that sounds nice.” A warm, fuzzy feeling washed over him as he allowed himself to entertain a few ideas of what their evening could have in store. “If you want, you could pick out a movie to watch, and I can cook us something special for dinner, or—”

CB cut him off mid-sentence. “Oh, you just leave the planning to me.”

There was a slyness in his voice that didn’t inspire any confidence in Rusty. “If it’s all the same to you, I’d rather not.”

“What, don’t you trust me?”

Rusty turned to face him and raised a brow. “As I recall, you took me to break into a museum for our first date.”

“Yeah,” CB said, a fond smile slipping onto his face as he recalled the night. “It was nice.”

Rusty shook his head. “What it was was illegal.”

“Aw, c’mon, we still had fun!”

“No, _you_ had fun,” Rusty corrected, poking CB’s forehead and pushing his head away a bit. “ _I_ was scared witless.”

CB followed through with the push, flopping back down onto the mattress. “Beginner’s nerves,” he said, eyes sparkling mischievously as he gazed up at Rusty. “You’ll be more comfortable next time.”

Rusty wasn’t ever planning on there being a next time, but he didn’t say anything. He knew that CB knew that, and he was only playing around.

Probably.

Rather than comment on that, Rusty smiled and shook his head. “Let’s just save the museum trips for when they’re actually open, okay?”

CB huffed. “You’re no fun.”

“Yeah, a real wet blanket, huh? That’s me.”

CB was still looking up at him, a special softness in his eyes that Rusty knew was reserved just for him. “You’re lucky I love you anyway,” he said, a genuine, tender smile slipping out.

Rusty’s own smile softened, and he leaned over to give CB a gentle kiss. “Yeah, I know.”

“And I’m lucky,” CB continued, looping his arms around Rusty’s neck, “that you love me.”

In this position, CB had him trapped, but this time, Rusty was in no hurry to move away. He leaned in for another kiss, letting his forehead rest against CB’s when they broke apart. “Yeah,” he said, stroking CB’s cheek lightly, “that too.”

**Author's Note:**

> This took longer to write than I expected, but it also ended up being longer than I expected, so I guess that makes up for it. I'm actually really proud of how this came out.


End file.
